[TEXT] MDU RESOURCES GROUP, INC. 1993 FINANCIAL REPORT REPORT OF MANAGEMENT The management of MDU Resources Group, Inc. is responsible for the preparation, integrity and objectivity of the financial information contained in the consolidated financial statements and elsewhere in this Annual Report. The financial statements have been prepared in conformity with generally accepted accounting principles as applied to its regulated and non-regulated businesses and necessarily include some amounts that are based on informed judgments and estimates of management. To meet its responsibilities with respect to financial information, management maintains and enforces a system of internal accounting controls designed to provide assurance, on a cost effective basis, that transactions are carried out in accordance with management's authorizations and that assets are safeguarded against loss from unauthorized use or disposition. The system includes an organizational structure which provides an appropriate segregation of responsibilities, careful selection and training of personnel, written policies and procedures and periodic reviews by the internal audit department. In addition, the company has a policy which requires all employees to acknowledge their responsibility to maintain a high standard of ethical conduct. Management believes that these measures provide for a system that is effective and reasonably assures that all transactions are properly recorded for the preparation of financial statements. Management modifies and improves its system of internal accounting controls in response to changes in business conditions. The company's internal audit department is charged with the responsibility for determining compliance with company procedures. The Board of Directors, through its audit committee which is comprised entirely of outside directors, oversees management's responsibilities for financial reporting. The audit committee meets regularly with management, the internal auditors and Arthur Andersen & Co., independent public accountants, to discuss auditing and financial matters and to assure that each is carrying out its responsibilities. The internal auditors and Arthur Andersen & Co. have full and free access to the audit committee, without management present, to discuss auditing, internal accounting control and financial reporting matters. Arthur Andersen & Co. is engaged to express an opinion on the financial statements. Their audit is conducted in accordance with generally accepted auditing standards and includes examining, on a test basis, supporting evidence, assessing the company's accounting principles used and significant estimates made by management and evaluating the overall financial statement presentation to the extent necessary to allow them to report on the fairness, in all material respects, of the financial condition and operating results of the company. CONSOLIDATED STATEMENTS OF INCOME MDU RESOURCES GROUP, INC. Years ended December 31, 1993 1992 1991 (In thousands, except per share amounts) Operating revenues: Electric . . . . . . . . . . . . . . $131,109 $123,908 $128,708 Natural gas. . . . . . . . . . . . . 178,981 159,438 173,865 Mining and construction materials. . 90,397 45,032 41,201 Oil and natural gas production . . . 39,125 33,797 33,939 439,612 362,175 377,713 Operating expenses: Fuel and purchased power . . . . . . 41,298 37,892 38,379 Purchased natural gas sold . . . . . 78,121 58,420 66,559 Operation and maintenance. . . . . . 167,374 126,311 128,253 Depreciation, depletion and amortization . . . . . . . . . . . 45,162 39,694 36,577 Taxes, other than income . . . . . . 23,565 22,799 22,642 355,520 285,116 292,410 Operating income: Electric . . . . . . . . . . . . . . 30,520 30,188 34,647 Natural gas distribution . . . . . . 4,730 4,509 8,518 Natural gas transmission . . . . . . 20,108 21,331 19,904 Mining and construction materials. . 16,984 11,532 9,682 Oil and natural gas production . . . 11,750 9,499 12,552 84,092 77,059 85,303 Other income -- net . . . . . . . . . 3,877 273 5,957 Interest expense -- net . . . . . . . 25,273 25,227 27,952 Carrying costs on natural gas repurchase commitment (Note 5) . . . 3,897 5,834 8,483 Income before taxes. . . . . . . . . . 58,799 46,271 54,825 Income taxes . . . . . . . . . . . . . 19,982 10,900 16,808 Income before cumulative effect of accounting change . . . . . . . . 38,817 35,371 38,017 Cumulative effect of accounting change (Note 2). . . . . . . . . . . 5,521 --- --- Net income . . . . . . . . . . . . . . 44,338 35,371 38,017 Dividends on preferred stocks. . . . . 802 807 812 Earnings on common stock . . . . . . . $ 43,536 $ 34,564 $ 37,205 Earnings per common share: Earnings before cumulative effect of accounting change. . . . . . . . $ 2.00 $ 1.82 $ 1.96 Cumulative effect of accounting change. . . . . . . . . . . . . . . .29 --- --- Earnings . . . . . . . . . . . . . . $ 2.29 $ 1.82 $ 1.96 Dividends per common share . . . . . . $ 1.52 $ 1.46 $ 1.435 Average common shares outstanding . . 18,985 18,985 18,985 Pro forma amounts assuming retroactive application of accounting change: Net income . . . . . . . . . . . . . $ 38,817 $ 35,852 $ 37,619 Earnings per common share. . . . . . $ 2.00 $ 1.85 $ 1.94 The accompanying notes are an integral part of these consolidated statements. /TABLE CONSOLIDATED BALANCE SHEETS MDU RESOURCES GROUP, INC. December 31, 1993 1992 1991 (In thousands) ASSETS Property, plant and equipment: Electric . . . . . . . . . . . . . $ 503,690 $ 491,943 $ 482,312 Natural gas distribution . . . . . 141,100 125,314 120,155 Natural gas transmission . . . . . 258,766 278,978 271,569 Mining and construction materials. 145,014 104,370 88,535 Oil and natural gas production . . 116,833 93,667 68,253 1,165,403 1,094,272 1,030,824 Less accumulated depreciation, depletion and amortization . . . 501,451 469,232 436,277 663,952 625,040 594,547 Current assets: Cash and cash equivalents. . . . . 71,699 66,838 54,593 Receivables. . . . . . . . . . . . 67,553 57,902 43,334 Inventories. . . . . . . . . . . . 19,415 18,214 16,228 Exchange natural gas receivable. . 727 25,195 25,992 Deferred income taxes. . . . . . . 32,243 18,962 11,335 Other prepayments and current assets . . . . . . . . . 13,535 15,302 10,913 205,172 202,413 162,395 Natural gas available under repurchase commitment (Note 5) . . 79,031 92,038 99,449 Investments. . . . . . . . . . . . . 16,858 61,934 67,188 Deferred charges and other assets. . 76,038 43,085 41,112 $1,041,051 $1,024,510 $ 964,691 CAPITALIZATION AND LIABILITIES Capitalization (see separate statements): Common stockholders' investment. . $ 318,131 $ 303,452 $ 296,605 Preferred stocks . . . . . . . . . 17,100 17,200 17,300 Long-term debt . . . . . . . . . . 231,770 249,845 220,623 567,001 570,497 534,528 Commitments and contingencies (Notes 3, 4, 5, 6, 15 and 18). . . --- --- --- Current liabilities: Short-term borrowings. . . . . . . 9,540 7,775 --- Accounts payable . . . . . . . . . 24,967 25,397 18,495 Taxes payable. . . . . . . . . . . 9,204 8,958 10,120 Other accrued liabilities, including reserved revenues. . . 105,195 87,950 69,340 Exchange natural gas deliverable . 2,371 25,046 26,641 Dividends payable. . . . . . . . . 7,605 7,226 7,037 Long-term debt and preferred stock due within one year. . . . 15,300 300 2,400 174,182 162,652 134,033 Natural gas repurchase commitment (Note 5) . . . . . . . . . . . . . 98,525 114,937 123,981 Deferred credits: Deferred income taxes and unamortized investment tax credit . . . . . . . . . . . . . 124,978 135,571 138,758 Other. . . . . . . . . . . . . . . 76,365 40,853 33,391 201,343 176,424 172,149 $1,041,051 $1,024,510 $ 964,691 The accompanying notes are an integral part of these consolidated statements. /TABLE CONSOLIDATED STATEMENTS OF CAPITALIZATION MDU RESOURCES GROUP, INC. December 31, 1993 1992 1991 (In thousands) Common stockholders' investment: Common stock (Note 9): Authorized -- 50,000,000 shares, $5 par value in 1993, 1992 and 1991 Outstanding -- 18,984,654 shares . $ 94,923 $ 94,923 $ 94,923 Other paid in capital . . . . . . . . 64,210 64,210 64,210 Retained earnings (Note 10) . . . . . 158,998 144,319 137,472 Total common stockholders' investment. . . . . . . . . . . . . 318,131 303,452 296,605 Preferred stocks (Note 11): Authorized: Preferred -- 500,000 shares, cumulative, par value $100, issuable in series Preferred stock A -- 1,000,000 shares, cumulative, without par value, issuable in series (none outstanding) Preference -- 500,000 shares, cumulative, without par value, issuable in series (none outstanding) Outstanding: Subject to mandatory redemption requirements -- Preferred -- 5.10% Series -- 22,000 shares in 1993 (23,000 in 1992 and 24,000 in 1991). . . . . . . . 2,200 2,300 2,400 Other preferred stock -- 4.50% Series -- 100,000 shares. . . . . . . . . . . . 10,000 10,000 10,000 4.70% Series -- 50,000 shares. . . . . . . . . . . . 5,000 5,000 5,000 15,000 15,000 15,000 Total preferred stocks 17,200 17,300 17,400 Less current maturities and sinking fund requirements. . . . . . 100 100 100 Net preferred stocks . . . . . . . . . 17,100 17,200 17,300 Long-term debt (Note 12): First mortgage bonds and notes . . . . 195,850 195,850 180,400 Pollution control lease and note obligation, 6.2%, due in annual installments to 2004 . . . . . 4,800 5,000 26,050 Senior secured note, 8.43%, due December 31, 2000 . . . . . . . . 15,000 --- --- Secured line of credit at various interest rates, terminating October 6, 2002 . . . . . . . . . . . 1,500 19,400 --- Term loan at various interest rates, terminating December 31, 1996. . . . 30,000 30,000 16,900 Other. . . . . . . . . . . . . . . . . (180) (205) (427) Total long-term debt . . . . . . . . . 246,970 250,045 222,923 Less current maturities and sinking fund requirements. . . . . . . . . . 15,200 200 2,300 Net long-term debt . . . . . . . . . . 231,770 249,845 220,623 Total capitalization . . . . . . . . . .$567,001 $570,497 $534,528 The accompanying notes are an integral part of these consolidated statements. /TABLE CONSOLIDATED STATEMENTS OF CASH FLOWS MDU RESOURCES GROUP, INC. Years ended December 31, 1993 1992 1991 (In thousands) Operating activities: Net income . . . . . . . . . . . . . $ 44,338 $ 35,371 $ 38,017 Cumulative effect of accounting change . . . . . . . . . . . . . . (5,521) --- --- Adjustments to reconcile net income to net cash provided by operations: Depreciation, depletion and amortization . . . . . . . . . . 45,162 39,694 36,577 Deferred income taxes and investment tax credit -- net . . 16,040 (789) 747 Recovery of deferred natural gas contract litigation settlement costs, net of income taxes . . . 8,467 3,996 4,633 Changes in current assets and liabilities -- Receivables. . . . . . . . . . . (775) (14,568) 983 Inventories. . . . . . . . . . . (1,201) (1,834) 5,457 Other current assets . . . . . . 12,954 (11,219) 4,402 Accounts payable . . . . . . . . (430) 6,902 (1,420) Other current liabilities. . . . (8,160) 16,042 4,530 Other noncurrent changes . . . . . (13,687) 190 1,298 Net cash provided by operations. . . 97,187 73,785 95,224 Financing activities: Net change in short-term borrowings. 1,765 7,775 --- Issuance of long-term debt . . . . . 15,200 167,100 84,920 Repayment of long-term debt. . . . . (18,300) (140,200) (93,611) Retirement of preferred stocks . . . (100) (100) (504) Retirement of natural gas repurchase commitment. . . . . . . (16,412) (9,044) --- Dividends paid . . . . . . . . . . . (29,659) (28,524) (28,055) Net cash used in financing activities . . . . . . . . . . . . (47,506) (2,993) (37,250) Investing activities: Additions to property, plant and equipment and acquisitions of businesses -- Electric . . . . . . . . . . . . . (16,156) (13,226) (11,728) Natural gas distribution . . . . . (15,012) (6,461) (5,758) Natural gas transmission . . . . . (3,669) (9,452) (4,093) Mining and construction materials. (43,123) (16,295) (909) Oil and natural gas production . . (24,943) (25,778) (22,284) (102,903) (71,212) (44,772) Sale of natural gas available under repurchase commitment. . . . 13,007 7,411 --- Investments. . . . . . . . . . . . . 45,076 5,254 (2,851) Net cash used in investment activities . . . . . . . . . . . . (44,820) (58,547) (47,623) Increase in cash and cash equivalents. . . . . . . . . . . . 4,861 12,245 10,351 Cash and cash equivalents -- beginning of year. . . . . . . . . 66,838 54,593 44,242 Cash and cash equivalents -- end of year. . . . . . . . . . . . $ 71,699 $ 66,838 $ 54,593 The accompanying notes are an integral part of these consolidated statements. /TABLE [TEXT] NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MDU RESOURCES GROUP, INC. Years Ended December 31, 1993, 1992 and 1991 NOTE 1 Statement of Principal Accounting Policies Basis of presentation The consolidated financial statements of MDU Resources Group, Inc. (the "company") include the accounts of two regulated businesses -- retail sales of electricity, natural gas and propane, and natural gas transmission, storage and sales at wholesale -- and two non-regulated businesses -- mining and construction materials operations, and oil and natural gas production. The statements also include the ownership interests in the assets, liabilities and expenses of two jointly owned electric generating stations. The company's regulated businesses are subject to various state and federal agency regulation. The accounting policies followed by these businesses are generally subject to the Uniform System of Accounts of the Federal Energy Regulatory Commission (FERC). These accounting policies differ in some respects from those used by its non-regulated businesses. Intercompany coal sales, which are made at prices approximately the same as those charged to others, and the related utility fuel purchases are not eliminated. Property, plant and equipment and investments Additions to property, plant and equipment are recorded at cost when first placed in service. When utility assets are retired, or otherwise disposed of in the ordinary course of business, the original cost and cost of removal, less salvage, is charged to accumulated depreciation. The company is permitted to capitalize an allowance for funds used during construction (AFUDC) on utility construction projects and to include such amounts in rate base when the related facilities are placed in service. AFUDC capitalized was insignificant in 1993, 1992 and 1991. Property, plant and equipment are depreciated on a straight-line basis over the average useful lives of the assets, except for oil and natural gas production properties as described below. Investments, consisting principally of securities held for corporate development purposes, are carried at cost which approximates market. Oil and natural gas The company uses the full-cost method of accounting for its oil and natural gas production activities. Under this method, all costs incurred in the acquisition, exploration and development of oil and natural gas properties are capitalized and amortized on the units of production method based on total proved reserves. Cost centers for amortization purposes are determined on a country-by-country basis. Capitalized costs are subject to a "ceiling test" that limits such costs to the aggregate of the present value of future net revenues of proved reserves and the lower of cost or fair value of unproved properties. Any conveyances of properties, including gains or losses on abandonments of properties, are treated as adjustments to the cost of the properties with no gain or loss realized. Natural gas in underground storage and available under repurchase commitment Natural gas in underground storage is carried at cost using the last-in, first-out (LIFO) method. That portion of the cost of natural gas in underground storage expected to be used within one year is included in inventories. Natural gas available under repurchase commitment is carried at Frontier Gas Storage Company's cost of purchased natural gas, less an allowance to reflect changed market conditions. Inventories Inventories, other than natural gas in underground storage, consist primarily of materials and supplies and inventory held for resale. These inventories are stated at the lower of average cost or market. Utility revenue and energy cost The company recognizes revenue each month based on the services provided to all customers during the month. Because meters for retail utility customers are read and billed on a monthly cycle billing basis, revenues (and related energy costs) are estimated and recorded for those services provided from the date which meters were last read to month end. Prior to 1993, the company recorded revenue and the cost of purchased natural gas sold when customers were billed. See Note 2 for a discussion of an accounting change in the company's revenue recognition method made effective January 1, 1993. Natural gas costs recoverable through rate adjustments Under the terms of certain orders of the public service commissions of Montana, North Dakota, South Dakota and Wyoming, the company is deferring natural gas commodity, transportation and storage costs which are greater or less than amounts presently being recovered through its existing rate schedules. Such orders generally provide that these amounts are recoverable or refundable through rate adjustments within 24 months from the time such costs are paid. Income taxes Effective with the adoption of Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes" (SFAS No. 109) on January 1, 1993, as further described in Note 2, the company is providing deferred federal and state income taxes on all temporary differences. Prior to 1993, the company provided deferred federal and state income taxes on all non-utility timing differences and on all FERC jurisdictional utility timing differences. With respect to state jurisdictions, deferred federal and state income taxes were provided on utility timing differences only as permitted for ratemaking purposes. The company uses the deferral method of accounting for investment tax credits and amortizes the credits on electric and natural gas distribution plant over various periods which conform to the ratemaking treatment prescribed by the public service commissions of Montana, North Dakota, South Dakota and Wyoming. Cash flow information Cash expenditures for interest and income taxes were as follows: Years ended December 31, 1993 1992 1991 (In thousands) Interest, net of amount capitalized. . .$22,717 $25,578 $29,749 Income taxes . . . . . . . . . . . . . .$24,545 $21,577 $17,645 The company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Reclassifications Certain reclassifications have been made in the financial statements for 1992 and 1991 to conform to the 1993 presentation. Such reclassifications had no effect on net income or common stockholders' investment as previously reported. NOTE 2 Accounting Changes Revenue recognition On January 1, 1993, Montana-Dakota Utilities Co. (Montana-Dakota) changed its revenue recognition method to include the accrual of estimated unbilled revenues for electric and natural gas service. This change results in a better matching of revenues and expenses and is consistent with predominant industry practice. Prior to this change, Montana-Dakota, for both its electric and natural gas businesses, recognized revenues on a monthly cycle billing basis which recorded revenues when customers were billed. Unbilled utility revenues at December 31, 1993, aggregated $18.3 million and are included in "Receivables" in the company's consolidated balance sheets. The cumulative effect of this change on net income for the twelve months ended December 31, 1993, is presented net of applicable income taxes of $3,355,000. Postretirement benefits other than pensions On January 1, 1993, the company adopted Statement of Financial Accounting Standards No. 106, "Employers' Accounting for Postretirement Benefits Other Than Pensions" (SFAS No. 106). The company has elected to amortize the transition obligation of approximately $49 million at January 1, 1993, which represents the accumulated postretirement benefit obligation at the time of adoption, over 20 years as provided by SFAS No. 106. The company's annual cost for 1993 based on the provisions of SFAS No. 106 is approximately $7.5 million, including amortization of the transition obligation discussed above. However, substantially all of the amounts related to Montana- Dakota's and Williston Basin Interstate Pipeline Company's (Williston Basin) regulated operations reflecting the difference between the 1993 SFAS No. 106 required accruals of approximately $6.0 million and the costs associated with the currently recoverable pay-as-you-go method, estimated to be approximately $2.0 million, are being deferred pursuant to regulatory orders received and are expected to be recovered in future rates charged to customers. See Note 15 for more information on the regulatory treatment of SFAS No. 106 costs. Accounting for income taxes On January 1, 1993, the company adopted SFAS No. 109. The company elected to record the cumulative effect on prior years in 1993 as allowed by SFAS No. 109, with such amount being immaterial to its financial position or results of operations. Excess deferred income tax balances associated with Montana-Dakota's and Williston Basin's rate-regulated activities have been recorded as a regulatory liability and are included in "Other deferred credits" in the company's consolidated balance sheets at December 31, 1993. This regulatory liability is expected to be reflected as a reduction in future rates charged customers in accordance with applicable regulatory procedures. NOTE 3 Pending Litigation Koch Hydrocarbon Company (Koch) On August 11, 1993, Koch and Williston Basin reached a settlement that terminated the litigation, as previously described in the 1992 Annual Report to Stockholders, with respect to all parties. The settlement, as to both the company and Williston Basin, satisfies all of Koch's claims for the past obligation, releases any claim with respect to obligations up to the present time and terminates any contractual arrangements with respect to the purchase of natural gas between the parties for the future. The settlement thus resolves both the past and the future obligation. In return, Williston Basin agreed to make an immediate cash payment to Koch of $40 million (inclusive of the $32 million awarded by the District Court in October 1991) and to transfer to Koch certain natural gas gathering facilities owned by Williston Basin having a cost, net of accumulated depreciation, of approximately $10.4 million. The company believes that it is entitled to recover from ratepayers most of the costs that were incurred as a result of this settlement. Since the amount of costs which can ultimately be recovered is subject to regulatory and market uncertainties, the company has provided reserves which it believes are adequate for any amounts that may not be recovered. Williston Basin expects to recover $8.3 million in settlement costs through its purchased gas cost adjustment recovery mechanism. See "Producer settlement cost recovery" and "Order 636" contained in Note 4 for a discussion of Williston Basin's filings under the FERC's Orders 500 and 636, respectively, requesting recovery of the balance of the costs associated with the Koch settlement. KN Energy, Inc. (KN) In May 1991, KN, a pipeline for whom Williston Basin transports natural gas, filed suit against Williston Basin in Federal District Court for the District of Montana. KN alleges, in part, that Williston Basin breached its contract with KN by failing to provide priority transportation for KN, and by charging KN transportation rates which were excessive. KN also alleges that Williston Basin is responsible for any take-or-pay costs it may incur as a result of the breach. Although no amount of damages was specified, KN asked the Court to order Williston Basin to reimburse KN for damages and certain other costs it has incurred along with requiring specific performance pursuant to the contract. Williston Basin filed a motion for summary judgment with the Court in August 1992, requesting that the Court dismiss KN's suit on the basis that these matters are more appropriate for FERC resolution. In September 1992, the Court denied Williston Basin's motion for summary judgment, but suspended the proceedings before it and referred these matters to the FERC. If the FERC is not able to ultimately resolve this dispute, both KN and Williston Basin can request reconsideration by the Court at that time. As of the present time, KN has not requested further action by the FERC. Although no assurances can be provided, based on previous FERC decisions, Williston Basin believes that the ultimate outcome of this matter will not be material to its financial position or results of operations. NOTE 4 Regulatory Matters and Revenues Subject to Refund General rate proceedings Williston Basin has pending two general natural gas rate change applications filed in 1989 and 1992 and has implemented these changed rates subject to refund. Williston Basin is awaiting final orders from the FERC. Reserves have been provided for a portion of the revenues collected subject to refund with respect to pending regulatory proceedings and for the recovery of certain producer settlement buy-out/buy-down costs as discussed below to reflect future resolution of certain issues with the FERC. Williston Basin believes that such reserves are adequate based on its assessment of the ultimate outcome of the various proceedings. Producer settlement cost recovery In June 1990, Williston Basin filed to recover 75 percent of $43.4 million ($32.6 million) in buy-out/buy-down costs under the alternate take-or-pay cost recovery mechanism embodied in Order 500. As permitted under Order 500, Williston Basin elected to recover 25 percent or $10.8 million of such costs through a direct surcharge to its sales customers, substantially all of which has been received, with an equal amount being charged to second quarter 1990 earnings. Williston Basin elected to recover the remaining 50 percent ($21.7 million) through a commodity sales rate surcharge. In July 1990, the FERC issued an order requiring Williston Basin to recalculate its surcharge and apply it to total throughput. Through December 31, 1993, Williston Basin has collected $23.6 million, including interest, of these costs through its commodity sales and transportation rate surcharges. In November 1990, Williston Basin appealed this order to the U.S. Court of Appeals for the D.C. Circuit. Oral argument before the Court was held in November 1991. In July 1992, the Court issued its order denying Williston Basin's appeal and remanding certain aspects of the case to the FERC. On May 6, 1993, the FERC issued an order on those issues remanded by the Court. The principal issue addressed by this order involved the exemption of one of Williston Basin's major transportation customers from the assessment of take-or- pay surcharges. Williston Basin made a filing seeking authority to reallocate these costs to its other customers, which the FERC approved. On August 26, 1993, Williston Basin filed to recover 75 percent of $28.7 million ($21.5 million) in buy-out/buy-down costs paid to Koch as part of a lawsuit settlement under the alternate take-or-pay cost recovery mechanism embodied in Order 500. As permitted under Order 500, Williston Basin elected to recover 25 percent or $7.2 million of such costs through a direct surcharge to sales customers, substantially all of which has been received. In addition, through reserves previously provided, Williston Basin has absorbed an equal amount. Williston Basin elected to recover the remaining 50 percent ($14.3 million) through a throughput surcharge applicable to both sales and transportation. Williston Basin began collecting these costs, subject to refund, on October 1, 1993, pending the outcome of future hearings in mid-1994. Order 636 In April 1992, the FERC issued Order 636, which requires fundamental changes in the way natural gas pipelines do business. Under Order 636, pipelines are required to offer unbundled transportation service, with the transportation customer having the option of purchasing gas from other suppliers. Pipelines are also required to provide "equivalent" transportation services for all customers regardless of whether they are purchasing gas from such pipeline or other suppliers. As a part of Order 636, the FERC acknowledged that incremental costs may be required in the transition to the FERC-mandated service structures. Such costs include facility costs, gas supply contract restructuring and similar costs. Specific references concerning the allowed recovery of such costs are included in the final rule. In addition, Order 636 changes the rate design methodology used for pipeline transportation to the straight fixed variable (SFV) method. Under the SFV approach, all fixed storage and transmission costs, including return on equity and associated taxes, are included in the demand charge (a fixed monthly charge) and all variable costs are recovered through a commodity charge based on volumes transported. Under SFV, pipelines should be able to recover all fixed costs properly allocable to firm transportation regardless of how much gas is actually transported. Also included in Order 636 were guidelines addressing abandonment of services, capacity release and/or assignment of firm capacity rights. In October 1992, Williston Basin filed a revised tariff with the FERC designed to comply with Order 636. The revised tariff reflected the cost allocation and rate design necessary to the unbundling of Williston Basin's current services. The FERC issued an order on February 12, 1993, in which it accepted Williston Basin's filing subject to certain conditions. On March 15, 1993, Williston Basin filed further tariff revisions with the FERC in compliance with the FERC's February 12, 1993, order, and on March 12, 1993, filed for rehearing and/or clarification of other matters raised in the February 12, 1993, order. On May 13, 1993, the FERC issued an order addressing both Williston Basin's rehearing request and its March 15 tariff filing. A significant issue addressed by the FERC's order was a determination that certain natural gas in underground storage which was determined to be excess upon the future implementation of Order 636 must be sold at market prices. The order further required that the profit from such sale be used to offset any transition costs. Williston Basin requested rehearing of this and other issues by the FERC. An appeal was filed by Williston Basin on June 30, 1993, with the U.S. Court of Appeals for the D.C. Circuit related to, among other things, the FERC allowing firm transportation customers flexible receipt and delivery points anywhere on Williston Basin's pipeline system upon implementation of Order 636. On September 17, 1993, the FERC issued its order authorizing Williston Basin's implementation of Order 636 tariffs effective November 1, 1993. As a part of this order, the FERC reversed its May 13, 1993, determination related to the sale of certain natural gas in underground storage and ordered that this storage gas be offered for sale to Williston Basin's customers at its original cost. As a result, any profits which would have been realized on the sale at market prices of this storage gas will not reduce Williston Basin's Order 636 transition costs. Williston Basin requested rehearing of this issue by the FERC on the grounds that requiring the sale of this storage gas at cost results in a confiscation of its assets, which the FERC denied on December 16, 1993. Williston Basin has appealed the FERC's decisions to the U.S. Court of Appeals for the D.C. Circuit. On November 5, 1993, Williston Basin filed with the FERC, pursuant to the provisions of Order 636, revised tariff sheets requesting the recovery of $13.4 million of gas supply realignment transition costs (GSR costs) effective December 1, 1993. The GSR cost recovery being requested reflects costs paid to Koch as part of a lawsuit settlement, as previously described in Note 3, and does not include other GSR costs, if any, which may be incurred, and future recovery sought, by Williston Basin. This matter is currently pending before the FERC. Montana-Dakota has also filed revised gas cost tariffs with each of its four state regulatory commissions reflecting the effects of Williston Basin's November 1, 1993, implementation of Order 636. In October 1993, all four state regulatory commissions approved the revised tariffs. Although no assurances can be provided, the company believes that Order 636 will not have a significant effect on its financial position or results of operations. NOTE 5 Natural Gas Repurchase Commitment The company has offered for sale since 1984 the 61 million decatherms (MMdk) of inventoried natural gas owned by Frontier Gas Storage Company (Frontier), a special purpose, non-affiliated corporation. Through an agreement, an obligation exists to repurchase all of the natural gas at Frontier's original cost and reimburse Frontier for all of its financing and general administrative costs. Frontier has financed the purchase of the natural gas through the issuance of commercial paper that has the credit support of an irrevocable $105 million letter of credit. At December 31, 1993, borrowings totalled $101.1 million at a weighted average interest rate of 3.5 percent. These transactions will terminate on November 30, 1995, unless terminated earlier by the occurrence of certain events. The FERC issued an order in July 1989, ruling on several cost-of- service issues reserved as a part of the 1985 corporate realignment. Addressed as a part of this order were certain rate design issues related to the permissible rates for the transportation of the natural gas held under the repurchase commitment. The issue relating to the cost of storing this gas was not decided by that order. As a part of orders issued in August 1990 and May 1991 related to a general rate increase application, the FERC held that storage costs should be allocated to this gas. Williston Basin's July 1991 refund related to a general rate increase application, reflected implementation of the above finding on a prospective basis only. The public service commissions of Montana and South Dakota and the Montana Consumer Counsel protested whether such storage costs should be allocated to the gas prospectively rather than retroactively to May 2, 1986. In October 1991, the FERC issued an order rejecting Williston Basin's compliance filing on the basis that, among other things, Williston Basin is required to allocate storage costs to this gas retroactive to May 2, 1986. Williston Basin requested rehearing of the FERC's order on this issue in November 1991. In February 1992, the FERC issued an order which reversed its October 1991 order and held that such storage costs be allocated to this gas on a prospective basis only, commencing March 6, 1992. A compliance filing was made with the FERC in March 1992, which the FERC approved on and with an effective date beginning May 20, 1992. These storage costs, as initially allocated to the Frontier gas, approximated $2.1 million annually and represent costs which Williston Basin may not recover. The issue regarding the applicability of assessing storage charges to the gas, which was appealed by Williston Basin to the U.S. Court of Appeals for the D.C. Circuit in July 1991, creates additional uncertainty as to the costs associated with holding this gas. In July 1992, the Court, at the FERC's request, returned the proceeding to the FERC for its further consideration. Beginning in October 1992, as a result of increases in natural gas prices, Williston Basin began to sell and transport a portion of the natural gas held under the repurchase commitment. Through December 31, 1993, 12.5 MMdk of this natural gas had been sold and transported by Williston Basin to off-system markets. Williston Basin will continue to aggressively market the remaining 48.3 MMdk of this natural gas as long as market conditions remain favorable. In addition, it will continue to seek long-term sales contracts. NOTE 6 Environmental Matters Montana-Dakota and Williston Basin discovered polychlorinated biphenyls (PCBs) in portions of their natural gas systems and informed the United States Environmental Protection Agency (EPA) in January 1991. Montana-Dakota and Williston Basin believe the PCBs entered the system from a valve sealant. Both Montana-Dakota and Williston Basin have initiated testing, monitoring and remediation procedures, in accordance with applicable regulations and the work plan submitted to the EPA and the appropriate state agencies. Costs incurred by Montana-Dakota and Williston Basin through December 31, 1993, to address this situation aggregated approximately $720,000. These costs are related to the testing being performed, and the costs to remove, dispose of and replace certain property found to be contaminated. On the basis of findings to date, Montana-Dakota and Williston Basin estimate that future environmental assessment and remediation costs that will be incurred range from $3 million to $15 million. This estimate depends upon a number of assumptions concerning the scope of remediation that will be required at certain locations, the cost of remedial measures to be undertaken and the time period over which the remedial measures are implemented. In a separate action, Montana-Dakota and Williston Basin filed suit in Montana State Court, Yellowstone County, in January 1991, against Rockwell International Corporation, manufacturer of the valve sealant, to recover any costs which may be associated with the presence of PCBs in the system, including a remediation program. On January 31, 1994, Montana-Dakota, Williston Basin and Rockwell reached a settlement which terminated this litigation. Pursuant to the terms of the settlement, Rockwell will reimburse Montana-Dakota and Williston Basin for a portion of certain remediation costs incurred or expected to be incurred. In addition, both Montana-Dakota and Williston Basin consider unreimbursed environmental remediation costs and costs associated with compliance with environmental standards to be recoverable through rates, since they are prudent costs incurred in the ordinary course of business and, accordingly, have sought and will continue to seek recovery of such costs through rate filings. Although no assurances can be given, based on the estimated cost of the remediation program and the expected recovery of most of these costs from third parties or ratepayers, Montana-Dakota and Williston Basin believe that the ultimate costs related to these matters will not be material to Montana-Dakota's or Williston Basin's financial position or results of operations. In mid-1992, Williston Basin discovered that several of its natural gas compressor stations had been operating without air quality permits. As a result, in late 1992, applications for permits were filed with the Montana Air Quality Bureau (Bureau), the agency for the state of Montana which regulates air quality. In March 1993, the Bureau cited Williston Basin for operating the compressors without the requisite air quality permits and further alleged excessive emissions by the compressor engines of certain air pollutants, primarily oxides of nitrogen and carbon monoxide. Williston Basin is currently engaged in further testing these air emissions but is currently unable to determine the costs that will be incurred to remedy the situation although such costs are not expected to be material to its financial position or results of operations. In June 1990, Montana-Dakota was notified by the EPA that it and several others were named as Potentially Responsible Parties (PRPs) in connection with the cleanup of pollution at a landfill site located in Minot, North Dakota. An informational meeting was held on January 20, 1993, between the EPA and the PRPs outlining the EPA's proposed remedy and the settlement process. On June 21, 1993, the EPA issued its decision on the selected remediation to be performed at the site. Based on the EPA's proposed remediation plan, current estimates of the total cleanup costs for all parties, including oversight costs, at this site range from approximately $3.7 million to $4.8 million. Montana-Dakota believes that it was not a material contributor to this contamination and, therefore, further believes that its share of the liability for such cleanup will not have a material effect on its results of operations. NOTE 7 Natural Gas in Underground Storage Natural gas in underground storage included in natural gas transmission property, plant and equipment amounted to approximately $49 million at December 31, 1993, $51 million at December 31, 1992 and $53 million at December 31, 1991. In addition, $1.3 million, $3.7 million and $3.6 million at December 31, 1993, 1992 and 1991, respectively, of natural gas in underground storage is included in inventories. NOTE 8 Short-term Borrowings The company and its subsidiaries had unsecured lines of credit from several banks totalling $86 million at December 31, 1993, $80 million at December 31, 1992 and $73 million at December 31, 1991. These line of credit agreements provide for bank borrowings against the lines and/or support for commercial paper issues. The agreements provide for commitment fees at varying rates. Amounts outstanding under the lines of credit were $9.5 million at December 31, 1993 and $7.8 million at December 31, 1992, with no amounts outstanding at December 31, 1991. The unused portions of the lines of credit are subject to withdrawal based on the occurrence of certain events. NOTE 9 Common Stock In November 1988, the company's Board of Directors declared, pursuant to a stockholders' rights plan, a dividend of one preference share purchase right (right) on each outstanding share of the company's common stock. Each right becomes exercisable, upon the occurrence of certain events, for one one-hundredth of a share of Series A preference stock, without par value, at a purchase price of $50, subject to certain adjustments. The rights are currently not exercisable and will be exercisable only if a person or group (acquiring person) either acquires ownership of 20 percent or more of the company's common stock or commences a tender or exchange offer that would result in ownership of 30 percent or more. In the event the company is acquired in a merger or other business combination transaction or 50 percent or more of its consolidated assets or earnings power are sold, each right entitles the holder to receive common stock of the acquiring person having a market value of twice the exercise price of the right. The rights, which expire in November 1998, are redeemable in whole, but not in part, at the company's option at any time for a price of $.02 per right. There have been no changes in the amounts outstanding for common stock and other paid in capital during the years ended December 31, 1993, 1992 and 1991. The company's Dividend Reinvestment Plan (DRIP) provides holders of all classes of the company's capital stock the opportunity to invest their cash dividends in shares of common stock and to make optional cash payments of up to $5,000 per quarter for the same purpose. The company's Tax Deferred Compensation Savings Plans pursuant to Section 401(k) of the Internal Revenue Code are funded with common stock and also participate in the DRIP. Since January 1, 1989, these plans have been funded by the purchase of shares of common stock on the open market. However, shares of authorized but unissued common stock may be used for this purpose. At December 31, 1993, there were 1,020,229 shares of common stock reserved for issuance under the plans. NOTE 10 Retained Earnings Changes in retained earnings for the years ended December 31, 1993, 1992 and 1991 are as follows: 1993 1992 1991 (In thousands) Balance at beginning of year . . . . . .$144,319 $137,472 $127,914 Net income . . . . . . . . . . . . . . . 44,338 35,371 38,017 188,657 172,843 165,931 Deduct: Dividends declared -- Preferred stocks at required annual rates . . . . . . . . . . . 802 807 812 Common stock . . . . . . . . . . . . 28,857 27,717 27,243 29,659 28,524 28,055 Settlement costs associated with repurchase of preferred stocks . . . --- --- 404 Balance at end of year . . . . . . . . .$158,998 $144,319 $137,472 NOTE 11 Preferred Stocks The preferred stocks outstanding are subject to redemption, in whole or in part, at the option of the company with certain limitations on 30 days notice on any quarterly dividend date. The company is obligated to make annual sinking fund contributions to retire the 5.10% Series preferred stock. The redemption prices and sinking fund requirements, where applicable, are summarized below: Redemption Sinking Fund Series Price (a) Shares Price (a) Preferred stock: 4.50%. . . . . . . . . . . .$105.00 (b) --- --- 4.70%. . . . . . . . . . . .$102.00 (b) --- --- 5.10%. . . . . . . . . . . .$102.00 1,000 (c) $100.00 (a) Plus accrued dividends. (b) These series are redeemable at the sole discretion of the company. (c) Annually on December 1, if tendered. In the event of a voluntary or involuntary liquidation, all preferred stock series holders are entitled to $100 per share, plus accrued dividends. The aggregate annual sinking fund amount applicable to preferred stock subject to mandatory redemption requirements for each of the five years following December 31, 1993, is $100,000. NOTE 12 Long-term Debt and Indenture Provisions First mortgage bonds and notes outstanding at December 31 are as follows: 1993 1992 1991 (In thousands) 7 1/8% Series, due Nov. 1, 1993. . . .$ --- $ --- $ 9,400 8 5/8% Series, due Oct. 1, 2001. . . . --- --- 9,400 9 1/4% Series, due Sept. 15, 2003. . . --- --- 9,400 9 3/8% Series, due Nov. 15, 2011 . . . --- --- 75,200 9 1/8% Series, due May 15, 2006. . . . 50,000 50,000 50,000 9 1/8% Series, due Oct. 1, 2016. . . . 20,000 20,000 20,000 7 5/8% Sinking Fund, due Oct. 15, 1992 --- --- 1,000 8 1/2% Sinking Fund, due Oct. 1, 1996. --- --- 2,500 9% Sinking Fund, due Sept. 15, 1998. . --- --- 3,500 Pollution Control Refunding Revenue Bonds, Series 1992 -- Mercer County, North Dakota, 6.65%, due June 1, 2022 . . . . . . . . . 15,000 15,000 --- Morton County, North Dakota, 6.65%, due June 1, 2022 . . . . . . . . . 2,600 2,600 --- Richland County, Montana, 6.65%, due June 1, 2022 . . . . . . . . . 3,250 3,250 --- Secured Medium-Term Notes, Series A -- 5.80%, due Apr. 1, 1994. . . . . . . 15,000 15,000 --- 6.30%, due Apr. 1, 1995. . . . . . . 10,000 10,000 --- 6.95%, due Apr. 1, 1996. . . . . . . 10,000 10,000 --- 7.20%, due Apr. 1, 1997. . . . . . . 5,000 5,000 --- 8.25%, due Apr. 1, 2007. . . . . . . 30,000 30,000 --- 8.60%, due Apr. 1, 2012. . . . . . . 35,000 35,000 --- Total first mortgage bonds and notes. . . . . . . . . . . . . $195,850 $195,850 $180,400 The company has a revolving credit and term loan agreement which totalled $30 million at December 31, 1993, 1992 and 1991. Amounts outstanding under this agreement were $30 million at December 31, 1993 and 1992, respectively, and $10.5 million at December 31, 1991. Fidelity Oil Co. has $15 million outstanding under a senior secured note at December 31, 1993. In addition, Fidelity Oil Co. has available $20 million under a secured line of credit, $1.5 million of which was outstanding at December 31, 1993. At December 31, 1992, Fidelity Oil Co. had a secured line of credit which totalled $35 million, of which $19.4 million was outstanding. However, on January 13, 1993, $15 million of the line was converted to a senior secured note. Fidelity Oil Co. had available $15 million under a revolving credit and term loan agreement at December 31, 1991, $6.4 million of which was outstanding. The amounts of long-term debt maturities and sinking fund requirements for the five years following December 31, 1993, (net of prepayments) aggregate $15.2 million in 1994; $10.7 million in 1995; $40.7 million in 1996; $14.7 million in 1997 and $9.6 million in 1998. Substantially all of the company's retail utility property is subject to the lien of its Indenture of Mortgage. Under the terms and conditions of such Indenture, the company could have issued approximately $153 million of additional first mortgage bonds at December 31, 1993. Certain natural gas transmission property is subject to purchase money mortgages payable by Williston Basin to the company. In December 1991, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 107, "Disclosures about Fair Value of Financial Instruments" (SFAS No. 107). SFAS No. 107 establishes fair value disclosure practices for certain financial instruments. The fair value of the company's first mortgage bonds and notes at December 31, 1993, is approximately $216 million. However, the difference between the recorded value of the company's other debt instruments as well as investments in certain securities and their fair values were not material. NOTE 13 Income Taxes Income tax expense is summarized as follows: 1993 1992 1991 (In thousands) Current -- Federal. . . . . . . . . . . . . . . $25,665 $ 18,272 $14,287 State. . . . . . . . . . . . . . . . 3,997 3,359 2,972 Foreign. . . . . . . . . . . . . . . 10 --- --- 29,672 21,631 17,259 Deferred -- Investment tax credit -- net . . . . (1,144) (1,183) (1,236) Income taxes: Federal. . . . . . . . . . . . . . (9,560) (8,505) 722 State. . . . . . . . . . . . . . . 1,014 (1,043) 63 (9,690) (10,731) (451) Total income tax expense . . . . . . . $19,982 $ 10,900 $16,808 Components of deferred tax assets and deferred tax liabilities recognized in the company's consolidated balance sheets are as follows: 1993 (In thousands) Deferred tax assets: Reserves for regulatory matters . . . . . . . . . . . . . $ 40,195 Natural gas available under repurchase commitment . . . . 7,554 Deferred investment tax credits . . . . . . . . . . . . . 4,462 Accrued land reclamation. . . . . . . . . . . . . . . . . 4,017 Accrued pension costs . . . . . . . . . . . . . . . . . . 3,676 Other . . . . . . . . . . . . . . . . . . . . . . . . . . 6,428 Total deferred tax assets. . . . . . . . . . . . . . . . . $ 66,332 Deferred tax liabilities: Depreciation and basis differences on property, plant and equipment . . . . . . . . . . . . . . . . . . $108,846 Basis differences on oil and natural gas producing properties. . . . . . . . . . . . . . . . . . 15,889 Natural gas contract settlement and restructuring costs . . . . . . . . . . . . . . . . . . 13,530 Long-term debt refinancing costs. . . . . . . . . . . . . 5,223 Other . . . . . . . . . . . . . . . . . . . . . . . . . . 4,078 Total deferred tax liabilities . . . . . . . . . . . . . . $147,566 Total income tax expense differs from the amount computed by applying the statutory federal income tax rate to income before taxes. The reasons for this difference are as follows: 1993 1992 1991 Amount % Amount % Amount % (Dollars in thousands) Computed tax at federal statutory rate . . . . $20,580 35.0 $15,732 34.0 $18,640 34.0 Increases (reductions) in provision for taxes resulting from: Depletion allowance. . (1,424) (2.4) (1,393) (3.0) (1,433) (2.6) State income taxes -- net of federal income tax benefit. . . . . . . 2,171 3.7 1,664 3.6 1,949 3.6 Tax-exempt interest. . (725) (1.2) (958) (2.1) (1,174) (2.1) Investment tax credit amortization . . . . (1,144) (2.0) (1,183) (2.5) (1,236) (2.3) Other items. . . . . . 524 .9 (2,962) (6.4) 62 .1 Actual taxes . . . . . . $19,982 34.0 $10,900 23.6 $16,808 30.7 During 1992 and 1991, deferred income tax expense resulted from differences in the timing of recognizing certain revenues and expenses for tax and financial statement purposes. The sources of these differences and the tax effect of each are as follows: 1992 1991 (In thousands) Tax over book depreciation . . . . . . . . . . . $ 1,426 $ 1,834 Natural gas costs recoverable through rate adjustments . . . . . . . . . . . . . . . 1,478 (1,562) Natural gas contract settlement and restructuring. . . . . . . . . . . . . . . . . (2,533) (3,028) Reserves for regulatory matters. . . . . . . . . (7,270) (2,261) Unbilled utility revenue . . . . . . . . . . . . (1,778) 1,093 Well drilling and development costs. . . . . . . 2,343 3,797 Land reclamation and other . . . . . . . . . . . (3,214) 912 Total deferred income tax expense. . . . . . . . $(9,548) $ 785 The company's consolidated federal income tax returns were under examination by the Internal Revenue Service (IRS) for the tax years 1983 through 1988. In September 1991, the company received a deficiency notice from the IRS for the tax years 1983 through 1985 which proposed substantial additional income taxes, plus interest. In an alternative position contained in the notice of proposed deficiency, the IRS is claiming a lower level of taxes due, plus interest as well as penalties. In May 1992, a similar notice of proposed deficiency was received for the years 1986 through 1988. Although the notices of proposed deficiency encompass a number of separate issues, the principal issue is related to the tax treatment of deductions claimed in connection with certain investments made by Knife River and Fidelity Oil. The company's tax counsel has issued opinions related to the principal issue discussed above, stating that it is more likely than not that the company would prevail in this matter. Thus, the company intends to contest vigorously the deficiencies proposed by the IRS and, in that regard, has timely filed protests for the 1983 through 1988 tax years contesting the treatment proposed in the notices of proposed deficiency. If the IRS position were upheld, the resulting deficiencies would have a material effect on results of operations. NOTE 14 Business Segment Data The company's operations are conducted through five business segments. The electric, natural gas distribution, natural gas transmission, mining and construction materials, and oil and natural gas production businesses are substantially all located within the United States. A description of these segments and their primary operations is presented on page one. Segment operating information at December 31, 1993, 1992 and 1991, is presented in the Consolidated Statements of Income. Other segment information is presented below: 1993 1992 1991 (In thousands) Depreciation, depletion and amortization -- Electric . . . . . . . . . . . . .$ 15,307 $ 15,132 $ 15,698 Natural gas distribution . . . . . 5,114 4,809 4,673 Natural gas transmission . . . . . 7,113 6,409 6,110 Mining and construction materials . . . . . . . . . . . . 5,594 4,527 4,035 Oil and natural gas production . . 12,034 8,817 6,061 Total depreciation, depletion and amortization . . . . . . .$ 45,162 $ 39,694 $ 36,577 Investment information -- Identifiable assets: Electric (a) . . . . . . . . . .$ 306,179 $ 301,959 $302,296 Natural gas distribution (a) . . 104,013 90,979 84,250 Natural gas transmission (a) . . 383,355 404,250 391,735 Mining and construction materials. . . . . . . . . . . 120,105 105,761 102,760 Oil and natural gas production . . . . . . . . . . 89,690 80,128 61,935 Total identifiable assets. . . 1,003,342 983,077 942,976 Corporate assets (b) . . . . . . . 37,709 41,433 21,715 Total consolidated assets. . .$1,041,051 $1,024,510 $964,691 (a) Includes, in the case of natural gas distribution and electric property, allocations of common utility property. Natural gas stored or available under repurchase commitment is included in natural gas transmission identifiable assets. (b) Corporate assets consist of assets not directly assignable to a business segment, i.e., cash and cash equivalents, certain accounts receivable and other miscellaneous current and deferred assets. Approximately 7 percent of mining and construction materials revenues in 1993 (13 percent in 1992 and 16 percent in 1991) represent Knife River's direct sales of lignite coal to the company. The company's share of Knife River's sales for use at two generating stations jointly owned by the company and other utilities was approximately 10 percent of mining and construction materials revenues in 1993, 20 percent in 1992 and 19 percent in 1991. In May 1992, KRC Aggregate, Inc. (KRC Aggregate), an indirect, wholly-owned subsidiary of Knife River, entered into the sand and gravel business in central California through the purchase of certain properties, including mining and processing equipment. These operations, located near Lodi, California, surface mine, process and market aggregate products to various customers, including road and housing contractors, tile manufacturers and ready-mix plants, with a market area extending approximately 60 miles from the mine. On April 2, 1993, the assets of Alaska Basic Industries, Inc. (ABI) and its subsidiaries were purchased by KRC Aggregate. ABI is a vertically integrated construction materials business headquartered in Anchorage, Alaska. ABI's nine divisions handle the sale of its sand and gravel aggregates and related products such as ready-mixed concrete, asphalt and finished aggregate products. Effective September 1, 1993, KRC Aggregate, purchased the stock of LTM, Incorporated (LTM), Rogue Aggregates, Inc. (Rogue) and Concrete, Inc., construction materials subsidiaries of Terra Industries. Headquartered in Medford, Oregon, LTM and Rogue are vertically integrated construction materials businesses serving southern Oregon markets. Their products include sand and gravel aggregates, ready- mixed concrete, asphalt and finished aggregate products. Concrete, Inc., headquartered in Stockton, California, operates four ready-mix plants in San Joaquin County. These ready-mix plants became part of KRC Aggregate's Lodi, California operations. Pro forma amounts reflecting the effects of the above acquisitions are not disclosed as such acquisitions were not material to the company's financial position or results of operations. NOTE 15 Employee Benefit Plans The company has noncontributory defined benefit pension plans covering substantially all full-time employees. Pension benefits are based on employee's years of service and earnings. The company makes annual contributions to the plans consistent with the funding requirements of federal law and regulations. Pension expense is summarized as follows: 1993 1992 1991 (In thousands) Service cost/benefits earned during the year . . . . . . . . . . . . . .$ 3,277 $ 2,957 $ 2,803 Interest cost on projected benefit obligation . . . . . . . . . . . . . 9,488 8,464 8,008 Loss (return) on plan assets . . . . . (14,540) (11,384) (25,822) Net amortization and deferral. . . . . 2,916 491 15,637 Total pension costs. . . . . . . . . . 1,141 528 626 Less amounts capitalized . . . . . . . 133 75 58 Total pension expense. . . . . . . . .$ 1,008 $ 453 $ 568 The funded status of the company's plans is summarized as follows: 1993 1992 1991 (In thousands) Projected benefit obligation: Vested . . . . . . . . . . . . . . $108,718 $ 92,623 $ 81,766 Nonvested. . . . . . . . . . . . . 4,696 3,251 2,820 Accumulated benefit obligation . . . 113,414 95,874 84,586 Provision for future pay increases . 26,379 22,614 20,794 Projected benefit obligation . . . . . 139,793 118,488 105,380 Plan assets at market value. . . . . . 149,184 140,623 135,172 (9,391) (22,135) (29,792) Plus: Unrecognized transition asset. . . . 10,305 11,295 12,284 Unrecognized net gains and prior service costs. . . . . . . . . . . 4,953 16,018 22,157 Accrued pension costs. . . . . . . . . $ 5,867 $ 5,178 $ 4,649 The projected benefit obligation was determined using an assumed discount rate of 7 percent (8 percent in 1992 and 1991) and assumed long-term rates for estimated compensation increases of 4 1/2 percent (5 percent in 1992 and 5 1/2 percent in 1991). The change in these assumptions had the effect of increasing the projected benefit obligation at December 31, 1993, by $15 million. The assumed long-term rate of return on plan assets is 8 1/2 percent. Plan assets consist primarily of debt and equity securities. In addition to providing pension benefits, the company has a policy of providing all eligible employees and dependents certain other postretirement benefits which include health care and life insurance upon their retirement. The plans underlying these benefits may require contributions by the employee depending on such employee's age and years of service at retirement or the date of retirement. The accounting for the health care plan anticipates future cost-sharing changes that are consistent with the company's expressed intent to increase retiree contributions each year by the excess of the expected health care cost trend rate over 6 percent. Postretirement benefits expense is summarized as follows: 1993 (In thousands) Service cost/benefits earned during the year . . . . . . . . $1,098 Interest cost on accumulated postretirement benefit obligation . . . . . . . . . . . . . . . . . . . . 3,932 Amortization of transition obligation. . . . . . . . . . . . 2,458 Total postretirement benefits expense. . . . . . . . . . . . $7,488 The funded status of the company's plans is summarized as follows: 1993 (In thousands) Accumulated postretirement benefit obligation: Retirees eligible for benefits . . . . . . . . . . . . . . $31,029 Active employees not fully eligible. . . . . . . . . . . . 28,592 Total. . . . . . . . . . . . . . . . . . . . . . . . . . 59,621 Plan assets at market value. . . . . . . . . . . . . . . . . 4,450 55,171 Less: Unrecognized transition obligation . . . . . . . . . . . . 46,694 Unrecognized net losses. . . . . . . . . . . . . . . . . . 7,992 Accrued postretirement benefits cost . . . . . . . . . . . . $ 485 The health care cost trend rate assumed in determining the accumulated postretirement benefit obligation was 12 percent in 1993, decreasing by 1 percent per year until an ultimate rate of 6 percent is reached in 1999 and remaining level thereafter. The health care cost trend rate assumption has a significant effect on the amounts reported. To illustrate, increasing the assumed health care cost trend rates by 1 percent each year would increase the accumulated postretirement benefit obligation as of December 31, 1993, by $3.6 million and the aggregate of the service and interest cost components of postretirement benefits expense by $288,000. The accumulated postretirement benefit obligation was determined using an assumed discount rate of 7 percent (8 percent at January 1, 1993, the date of adoption) and assumed long-term rates for estimated compensation increases, as they apply to life insurance benefits, of 4 1/2 percent (5 1/2 percent at January 1, 1993). The change in these assumptions had the effect of increasing the accumulated postretirement benefit obligation at December 31, 1993, by $8 million. The assumed long-term rate of return on assets is 7 1/2 percent. Plan assets at December 31, 1993,consist primarily of short-term investments. The company's accounting recognition and funding policy as it applies to postretirement benefits, will depend, in part, on the position of applicable regulatory bodies with respect to recovery of such costs for its regulated businesses. Montana-Dakota filed applications with the public service commissions of Montana, North Dakota, South Dakota and Wyoming requesting that the commissions adopt the principles of accrual accounting for these costs and that the company be permitted to defer, on a limited basis, the difference between the SFAS No. 106 required accruals and the costs associated with the presently used pay-as-you-go method until such time that the full SFAS No. 106 expense is allowed in the company's rates charged to its customers. The company has received an order from the Montana Public Service Commission authorizing such deferrals. The public service commissions of North Dakota and Wyoming, as a part of orders issued in 1993 related to general rate applications filed by Montana- Dakota, adopted accrual accounting for ratemaking purposes and generally require that these benefits be funded through an external trust using the most tax-effective funding options available. However, as a part of a 1993 general rate proceeding, the South Dakota commission deferred this issue until commission hearings are held in March 1994, and has continued the use of pay-as-you-go accounting for ratemaking purposes until that date. The FERC, in a policy statement issued in December 1992, has adopted accrual accounting for these costs for ratemaking purposes and has authorized limited deferral of the higher accrual costs. Williston Basin expects to seek recovery of these costs in its next general rate proceeding. The company has an unfunded, nonqualified benefit plan for executive officers and certain key management employees that provides for defined benefit payments upon the employee's retirement or to their beneficiaries upon death for a 15-year period. Investments consist of life insurance carried on plan participants which is payable to the company upon the employee's death. The cost of these benefits in 1993 was $1.4 million. The company has a Key Employee Stock Option Plan under which the company is authorized to grant options for up to 800,000 shares of common stock with an option price equal to market value on the date of grant. At December 31, 1993, 183,040 options, with an average option price of $23.72 per share, were outstanding, none of which were exercisable. The company has contributed $3.2 million to a trust established to fund its commitment under the Plan. The company has Tax Deferred Compensation Savings Plans for eligible employees. Each participant may contribute amounts up to 10 percent of eligible compensation, subject to certain limitations. The company contributes an amount equal to 50 percent of the participant's savings contribution up to a maximum of 6 percent of such participant's contribution. Company contributions were $1.7 million in 1993, $1.5 million in 1992 and $1.3 million in 1991. NOTE 16 Jointly Owned Facilities The consolidated financial statements include the company's 22.7 percent and 25.0 percent ownership interests in the assets, liabilities and expenses of the Big Stone Station and the Coyote Station, respectively. Each owner of the Big Stone and Coyote stations is responsible for providing its own financing of its investment in the jointly owned facilities. The company's share of the Big Stone Station and Coyote Station operating expenses is reflected in the appropriate categories of operating expenses in the Consolidated Statements of Income. At December 31, the company's share of the cost of utility plant in service and related accumulated depreciation for the stations was as follows: 1993 1992 1991 (In thousands) Big Stone Station -- Utility plant in service . . . . . $ 47,349 $ 46,398 $ 46,783 Accumulated depreciation . . . . . 24,663 23,326 22,105 $ 22,686 $ 23,072 $ 24,678 Coyote Station -- Utility plant in service . . . . . $121,380 $121,294 $120,085 Accumulated depreciation . . . . . 42,482 39,129 35,474 $ 78,898 $ 82,165 $ 84,611 NOTE 17 Quarterly Data (Unaudited) The following unaudited information shows selected items by quarter for the years 1993 and 1992: First Second Third Fourth Quarter Quarter Quarter Quarter 1993 (In thousands, except per share amounts) Operating revenues . . . . . $124,169 $88,995 $98,832 $127,616 Operating expenses . . . . . 92,631 76,378 84,266 102,245 Operating income . . . . . . 31,538 12,617 14,566 25,371 Income before cumulative effect of accounting change 15,761 3,797 6,309 12,950 Cumulative effect of accounting change. . . . . 5,521 --- --- --- Net income . . . . . . . . . 21,282 3,797 6,309 12,950 Earnings per common share before cumulative effect of accounting change . . . .82 .19 .32 .67 Cumulative effect of accounting change per common share . . . . . . . .29 --- --- --- Earnings per common share. . 1.11 .19 .32 .67 Average common shares outstanding. . . . . . . . 18,985 18,985 18,985 18,985 1992 Operating revenues . . . . . $105,576 $78,839 $70,963 $106,797 Operating expenses . . . . . 81,793 66,181 57,756 79,386 Operating income . . . . . . 23,783 12,658 13,207 27,411 Net income . . . . . . . . . 11,440 4,018 5,174 14,739 Earnings per common share. . .59 .20 .26 .77 Average common shares outstanding. . . . . . . . 18,985 18,985 18,985 18,985 Pro forma amounts assuming retroactive application of accounting change: Net income . . . . . . . . $ 10,332 $ 3,507 $ 5,098 $ 16,915 Earnings per common share. .53 .17 .26 .88 Most of the company's operations are highly seasonal and revenues from, and certain expenses for, such operations may fluctuate between quarterly periods. Accordingly, quarterly financial information may not be indicative of results for a full year. NOTE 18 Oil and Natural Gas Activities (Unaudited) Fidelity Oil holds various oil and natural gas interests primarily through a series of working-interest agreements with several oil and natural gas producers and through operating agreements with Shell Western E & P, Inc. (Shell). Since 1986, Fidelity Oil has undertaken ventures, through a series of working-interest agreements with several different partners, that vary from the acquisition of producing properties with potential development opportunities to exploration and are located in the western United States, offshore in the Gulf of Mexico and in Canada. In these ventures, Fidelity Oil shares revenues and expenses from the development of specified properties in proportion to its investments. Fidelity Oil has net proceeds interests in the production of oil and natural gas and has an operating agreement (Agreement) with Shell applicable to certain of its acreage interests. Pursuant to the Agreement, Shell, as operator, controls all development, production, operations and marketing applicable to such acreage. As a net proceeds interest owner, Fidelity Oil is entitled to proceeds only when a particular unit has reached payout status. The following information includes Fidelity Oil's proportionate share of all its oil and natural gas net proceeds and working interests. The following table sets forth capitalized costs and related accumulated depreciation, depletion and amortization related to oil and natural gas producing activities at December 31: 1993 1992 1991 (In thousands) Subject to amortization. . . . . . . . $114,572 $91,058 $66,501 Not subject to amortization. . . . . . 2,022 2,383 1,533 Total capitalized costs. . . . . . . . 116,594 93,441 68,034 Accumulated depreciation, depletion and amortization . . . . . . . . . . 36,084 24,083 15,374 Net capitalized costs. . . . . . . . . $ 80,510 $69,358 $52,660 Capital expenditures, including those not subject to amortization, related to oil and natural gas producing activities for the 12 months ended December 31 are as follows: 1993 1992 1991 (In thousands) Acquisitions . . . . . . . . . . . . . $ 9,296 $ 9,976 $ 4,667 Exploration. . . . . . . . . . . . . . 7,787 11,074 7,781 Development . . . . . . . . . . . . . 7,836 4,715 9,824 Total capital expenditures . . . . . . $24,919 $25,765 $22,272 The following summary reflects income resulting from the company's operations of oil and natural gas producing activities, excluding corporate overhead and financing costs, for the 12 months ended December 31: 1993 1992 1991 (In thousands) Revenues . . . . . . . . . . . . . . . $39,125 $33,797 $33,939 Production costs . . . . . . . . . . . 13,700 13,965 14,040 Depreciation, depletion and amortization . . . . . . . . . . . . 11,998 8,782 6,027 Pretax income. . . . . . . . . . . . . 13,427 11,050 13,872 Income tax expense . . . . . . . . . . 4,606 3,658 4,745 Results of operations for producing activities . . . . . . . . $ 8,821 $ 7,392 $ 9,127 The following table summarizes the company's estimated quantities of proved developed oil and natural gas reserves at December 31, 1993, 1992 and 1991 and reconciles the changes between these dates. Estimates of economically recoverable oil and natural gas reserves and future net revenues therefrom are based upon a number of variable factors and assumptions. For these reasons, estimates of economically recoverable reserves and future net revenues may vary from actual results. 1993 1992 1991 Natural Natural Natural Oil Gas Oil Gas Oil Gas (In thousands of barrels/Mcf) Proved developed and undeveloped reserves: Balance at beginning of year. . . . . . . 12,200 37,200 11,600 27,500 12,400 16,100 Production . . . . . . (1,500)(8,800)(1,500)(5,000) (1,500)(2,600) Extensions and discoveries. . . . . 600 10,600 100 5,300 400 8,900 Purchases of proved reserves . . . . . . 500 9,200 900 8,200 200 5,700 Sales of reserves in place . . . . . . (300) (100) --- (100) --- (100) Revisions to previous estimates due to improved secondary recovery techniques and/or changed economic conditions. (300) 2,200 1,100 1,300 100 (500) Balance at end of year 11,200 50,300 12,200 37,200 11,600 27,500 Proved developed reserves: January 1, 1991. . . . 12,300 13,900 December 31, 1991. . . 11,200 22,600 December 31, 1992. . . 11,800 36,500 December 31, 1993. . . 11,100 43,100 Virtually all of the company's interests in oil and natural gas reserves are located in the continental United States. Reserve interests at December 31, 1993, applicable to the company's $7.1 million gross investment in oil and natural gas properties located in Canada comprise approximately 7 percent of the total reserves. The standardized measure of the company's estimated discounted future net cash flows of total proved reserves associated with its various oil and natural gas interests at December 31 is as follows: 1993 1992 1991 (In thousands) Future net cash flows before income taxes . . . . . . . . . . . . $119,800 $138,500 $94,300 Future income tax expenses . . . . . . 15,600 26,600 15,300 Future net cash flows. . . . . . . . . 104,200 111,900 79,000 10% annual discount for estimated timing of cash flows . . . . . . . . 32,600 35,200 24,900 Discounted future net cash flows relating to proved oil and natural gas reserves . . . . . . . . . . . . $ 71,600 $ 76,700 $54,100 The following are the sources of change in the standardized measure of discounted future net cash flows by year: 1993 1992 1991 (In thousands) Beginning of year. . . . . . . . . . . $ 76,700 $ 54,100 $ 68,000 Net revenues from production . . . . . (26,000) (19,700) (16,900) Change in net realization. . . . . . . (24,000) 13,100 (53,100) Extensions, discoveries and improved recovery, net of future production and development costs. . . . . . . . 16,800 8,200 12,900 Purchases of proved reserves . . . . . 14,100 16,000 7,100 Sales of reserves in place . . . . . . (1,600) (200) (300) Changes in estimated future development costs. . . . . . . . . . (11,600) (3,000) (5,000) Development costs incurred during the year. . . . . . . . . . . 7,800 4,700 9,800 Accretion of discount. . . . . . . . . 8,900 6,400 9,600 Net change in income taxes . . . . . . 6,000 (8,000) 18,200 Revisions of previous quantity estimates. . . . . . . . . . . . . . 4,400 5,000 3,600 Other. . . . . . . . . . . . . . . . . 100 100 200 Net change . . . . . . . . . . . . . . (5,100) 22,600 (13,900) End of year. . . . . . . . . . . . . . $ 71,600 $ 76,700 $ 54,100 The estimated discounted future cash inflows from estimated future production of proved reserves were computed using year-end oil and natural gas prices. Future development and production costs attributable to proved reserves were computed by applying year-end costs to be incurred in producing and further developing the proved reserves. Future income tax expenses were computed by applying statutory tax rates (adjusted for permanent differences and tax credits) to estimated net future pretax cash flows. Supplementary information with respect to the company's natural gas producing activities through Williston Basin is not included herein since the related production is anticipated to recover its equivalent cost of service. However, as a part of the settlement applicable to the corporate realignment in January 1985, the company agreed to adjust retail rates so as to limit flow-through of prices higher than cost of service to 50 percent of the excess. Based on the terms of the settlement, refunds for the 1991 and 1992 production years aggregating $1.0 million and $176,000, respectively, were made in the ensuing year. Estimated reserves associated with this gas are approximately 116,476 MMcf. The unamortized capitalized costs related to these reserves are approximately $7.9 million at December 31, 1993, $7.2 million at December 31, 1992, and $7.5 million at December 31, 1991. Non-depreciable capitalized costs are amortized on a composite unit-of-production method based on total estimated recoverable reserves and depreciable capitalized costs are amortized on a straight-line basis over the average useful life of the asset. In March and May 1993, Williston Basin was directed by the United States Minerals Management Service (MMS) to pay approximately $3.5 million, plus interest, in claimed royalty underpayments. These royalties are attributable to natural gas production by Williston Basin from federal leases in Montana and North Dakota for the period December 1, 1978, through February 29, 1988. Williston Basin has filed an administrative appeal with the MMS on this issue stating the gas was properly valued for royalty purposes. Williston Basin also believes that the statute of limitations limits this claim. Williston Basin is pursuing these issues before both the MMS and the courts. On December 21, 1993, Williston Basin received from the Montana Department of Revenue (MDR) an assessment claiming additional production taxes due of $3.7 million, plus interest, for 1988 through 1991 production. These claimed taxes result from the MDR's belief that certain natural gas production during the period at issue was not properly valued. Williston Basin does not agree with the MDR and has reached an agreement with the MDR that the appeal process be held in abeyance pending further review. REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Board of Directors and Stockholders of MDU Resources Group, Inc.: We have audited the accompanying consolidated balance sheets and statements of capitalization of MDU Resources Group, Inc. (a Delaware corporation) and Subsidiaries as of December 31, 1993, 1992 and 1991, and the related consolidated statements of income and cash flows for each of the three years in the period ended December 31, 1993. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements 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. and Subsidiaries as of December 31, 1993, 1992 and 1991, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 1993 in conformity with generally accepted accounting principles. As discussed in Note 2 to the consolidated financial statements, effective January 1, 1993, the company changed its methods of accounting for recording electric and natural gas distribution revenues, postretirement benefits other than pensions, and income taxes. /s/ Arthur Andersen & Co. Arthur Andersen & Co. Minneapolis, Minnesota, January 25, 1994 OPERATING STATISTICS MDU RESOURCES GROUP, INC. 1993 1992 1991 Selected Financial Data Operating revenues: (000's) Electric . . . . . . . . . . . . $ 131,109 $ 123,908 $128,708 Natural gas. . . . . . . . . . . 178,981 159,438 173,865 Mining and construction materials. . . . . . . . . . . 90,397 45,032 41,201 Oil and natural gas production . 39,125 33,797 33,939 $ 439,612 $ 362,175 $377,713 Operating income: (000's) Electric . . . . . . . . . . . . $ 30,520 $ 30,188 $ 34,647 Natural gas distribution . . . . 4,730 4,509 8,518 Natural gas transmission . . . . 20,108 21,331 19,904 Mining and construction materials. . . . . . . . . . . 16,984 11,532 9,682 Oil and natural gas production . 11,750 9,499 12,552 $ 84,092 $ 77,059 $ 85,303 Earnings (loss) on common stock: (000's) Electric . . . . . . . . . . . . $ 12,652* $ 13,302 $ 15,292 Natural gas distribution . . . . 1,182* 1,370 3,645 Natural gas transmission . . . . 4,713 3,479 449 Mining and construction materials. . . . . . . . . . . 12,359 10,662 9,809 Oil and natural gas production . 7,109 5,751 8,010 Earnings on common stock before cummulative effect of accounting change . . . . . 38,015* 34,564 37,205 Cumulative effect of accounting change. . . . . . . 5,521 --- --- $ 43,536 $ 34,564 $ 37,205 Earnings per common share before cumulative effect of accounting change. . . . . . . . $ 2.00* $ 1.82 $ 1.96 Cumulative effect of accounting change . . . . . . . . . . . . . .29 --- --- $ 2.29 $ 1.82 $ 1.96 Pro forma amounts assuming retroactive application of accounting change: Net income (000's) . . . . . . . $ 38,817 $ 35,852 $ 37,619 Earnings per common share. . . . $ 2.00 $ 1.85 $ 1.94 Common Stock Statistics Weighted average common shares outstanding (000's). . . . . . . 18,985 18,985 18,985 Dividends per common share . . . . $ 1.52 $ 1.46 $ 1.435 Book value per common share. . . . $ 16.76 $ 15.98 $ 15.62 Market price ratios: Dividend payout. . . . . . . . . 76%* 80% 73% Yield. . . . . . . . . . . . . . 5.0% 5.6% 5.8% Price/earnings ratio . . . . . . 15.8x* 14.5x 12.6x Market value as a percent of book value . . . . . . . . . . 188.0% 165.0% 157.7% Profitability Indicators Return on average common equity. . 12.3%* 11.6% 12.7% Return on average invested capital. . . . . . . . . . . . . 9.4%* 8.7% 9.6% Interest coverage. . . . . . . . . 3.4x* 3.3x 3.8x** Fixed charges coverage, including preferred dividends. . . . . . . 3.0x* 2.4x 2.4x General Total assets (000's) . . . . . . . $1,041,051 $1,024,510 $964,691 Net long-term debt (000's) . . . . $ 231,770 $ 249,845 $220,623 Redeemable preferred stock (000's) .$ 2,200 $ 2,300 $ 2,400 Capitalization ratios: Common stockholders' investment. 56% 53% 56% Preferred stocks . . . . . . . . 3 3 3 Long-term debt . . . . . . . . . 41 44 41 100% 100% 100% * Before cumulative effect of an accounting change reflecting the accrual of estimated unbilled revenues. ** Calculation reflects the provisions of the company's restatement of its Indenture of Mortgage effective April 1992. OPERATING STATISTICS MDU RESOURCES GROUP, INC. 1990 1989 1988 Selected Financial Data Operating revenues: (000's) Electric . . . . . . . . . . . . $124,156 $126,228 $126,128 Natural gas. . . . . . . . . . . 151,599 159,703 168,125 Mining and construction materials. . . . . . . . . . . 38,276 41,643 42,388 Oil and natural gas production . 31,213 25,199 20,918 $345,244 $352,773 $357,559 Operating income: (000's) Electric . . . . . . . . . . . . $ 32,221 $ 32,592 $ 33,505 Natural gas distribution . . . . 6,578 7,781 5,368 Natural gas transmission . . . . 19,362 24,835 21,189 Mining and construction materials. . . . . . . . . . . 7,749 9,087 9,841 Oil and natural gas production . 12,523 10,420 7,352 $ 78,433 $ 84,715 $ 77,255 Earnings (loss) on common stock: (000's) Electric . . . . . . . . . . . . $ 14,280 $ 13,385 $ 13,444 Natural gas distribution . . . . 2,704 3,123 1,474 Natural gas transmission . . . . (7,578)* 3,722 2,320 Mining and construction materials. . . . . . . . . . . 9,632 8,890 11,493 Oil and natural gas production . 8,071 6,765 5,115 Earnings on common stock before cummulative effect of accounting change . . . . . 27,109* 35,885 33,846 Cumulative effect of accounting change. . . . . . . --- --- --- $ 27,109* $ 35,885 $ 33,846 Earnings per common share before cumulative effect of accounting change. . . . . . . . $ 1.43* $ 1.89 $ 1.81 Cumulative effect of accounting change . . . . . . . . . . . . . --- --- --- $ 1.43* $ 1.89 $ 1.81 Pro forma amounts assuming retroactive application of accounting change: Net income (000's) . . . . . . . $ 28,395* $ 36,861 $ 34,957 Earnings per common share. . . . $ 1.45 $ 1.90 $ 1.81 Common Stock Statistics Weighted average common shares outstanding (000's). . . . . . . 18,985 18,985 18,718 Dividends per common share . . . . $ 1.42 $ 1.47 $ 1.42 Book value per common share. . . . $ 15.12 $ 15.11 $ 14.75 Market price ratios: Dividend payout. . . . . . . . . 99%* 78% 78% Yield. . . . . . . . . . . . . . 6.9% 6.5% 7.5% Price/earnings ratio . . . . . . 14.3x* 12.0x 10.5x Market value as a percent of book value . . . . . . . . . . 135.6% 149.7% 128.8% Profitability Indicators Return on average common equity. . 9.4%* 12.5% 12.4% Return on average invested capital 7.8%* 9.2% 9.0% Interest coverage. . . . . . . . . 2.7x* 2.8x 2.7x Fixed charges coverage, including preferred dividends. . . . . . . 1.9x* 2.3x 2.2x General Total assets (000's) . . . . . . . $959,946 $971,401 $949,509 Net long-term debt (000's) . . . . $229,786 $234,333 $242,593 Redeemable preferred stock (000's) $ 2,500 $ 2,600 $ 3,100 Capitalization ratios: Common stockholders' investment. 54% 53% 52% Preferred stocks . . . . . . . . 3 3 3 Long-term debt . . . . . . . . . 43 44 45 100% 100% 100% * Reflects a $6.8 million or 36 cent per share after-tax effect of an absorption of certain natural gas contract litigation settlement costs. /TABLE OPERATING STATISTICS MDU RESOURCES GROUP, INC. 1993 1992 1991 Electric Operations Sales to ultimate consumers (thousand kWh) . . . . . . . . . . . .1,893,713 1,829,933 1,877,634 Sales for resale (thousand kWh). . . . . 510,987 352,550 331,314 Electric system generating and firm purchase capability -- kW (Interconnected system). . . . . . . . 465,200 460,200 454,400 Demand peak -- kW (Interconnected system). . . . . . . . 350,300 339,100 387,100 Electricity produced (thousand kWh) . . . . . . . . . . . .1,870,740 1,774,322 1,736,187 Electricity purchased (thousand kWh) . . . . . . . . . . . . 701,736 593,612 611,884 Cost of fuel and purchased power per kWh. . . . . . . . . . . . . $.016 $.016 $.016 Natural Gas Distribution Operations Sales (Mdk). . . . . . . . . . . . . . . 31,147 26,681 30,074 Transportation (Mdk) . . . . . . . . . . 12,704 13,742 12,261 Weighted average degree days -- % of previous year's actual . . . . . . . . 115% 98% 101% Natural Gas Transmission Operations Sales for resale (Mdk) . . . . . . . . . 13,201 16,841 19,572 Transportation (Mdk) . . . . . . . . . . 59,416 64,498 53,930 Natural gas: Produced (Mdk) . . . . . . . . . . . . 3,876 3,551 3,742 Purchased from others -- gross (Mdk) . 5,562 14,132 16,366 Stored (owned or controlled) Net injection (withdrawal)--MMcf . . (10,786) (2,931) (2,834) Cost of natural gas purchased per dk . . . . . . . . . . . . . . . . 1.78 $1.91 $2.07 Energy Marketing Operations Natural gas volumes (Mdk). . . . . . . . 6,827 3,292 991 Mining and Construction Materials Operations Coal: (000's) Tonnage sales. . . . . . . . . . . . . 5,066 4,913 4,731 Recoverable reserves in tons . . . . . 230,600 235,700 256,700 Construction materials: (000's) Aggregates (tons sold) . . . . . . . . 2,391 263 --- Ready-mixed concrete (cubic yards sold). . . . . . . . . . . . . 157 --- --- Asphalt (tons sold). . . . . . . . . . 141 --- --- Recoverable aggregate reserves in tons. . . . . . . . . . . . . . . 74,200 20,600 --- Oil and Natural Gas Production Operations Production: Oil (000's of barrels) . . . . . . . . 1,497 1,531 1,491 Natural gas (MMcf) . . . . . . . . . . 8,817 5,024 2,565 Average sales prices: Oil (per barrel) . . . . . . . . . . . $14.84 $16.74 $19.90 Natural gas (per Mcf). . . . . . . . . $ 1.86 $ 1.53 $ 1.48 Net recoverable reserves: Oil (000's of barrels) . . . . . . . . 11,200 12,200 11,600 Natural gas (MMcf) . . . . . . . . . . 50,300 37,200 27,500 OPERATING STATISTICS MDU RESOURCES GROUP, INC. 1990 1989 1988 Electric Operations Sales to ultimate consumers (thousand kWh). . . . . . . . . . . . 1,820,150 1,836,099 1,843,982 Sales for resale (thousand kWh). . . . 285,564 311,327 246,425 Electric system generating and firm purchase capability -- kW (Interconnected system). . . . . . . . 451,600 451,600 451,600 Demand peak -- kW (Interconnected system). . . . . . . . 381,600 383,600 386,700 Electricity produced (thousand kWh) . . . . . . . . . . . .1,674,648 1,773,849 1,691,778 Electricity purchased (thousand kWh) . . . . . . . . . . . . 573,099 557,650 598,443 Cost of fuel and purchased power per kWh. . . . . . . . . . . . . $.016 $.017 $.017 Natural Gas Distribution Operations Sales (Mdk). . . . . . . . . . . . . . . 28,278 31,643 32,557 Transportation (Mdk) . . . . . . . . . . 11,806 9,321 3,314 Weighted average degree days - % of previous year's actual . . . . . . . . 88% 112% 113% Natural Gas Transmission Operations Sales for resale (Mdk) . . . . . . . . . 19,658 27,274 33,515 Transportation (Mdk) . . . . . . . . . . 50,809 51,159 33,892 Natural gas: Produced (Mdk) . . . . . . . . . . . . 1,881 1,907 1,744 Purchased from others -- gross (Mdk) . 23,158 28,869 33,841 Stored (owned or controlled) Net injection (withdrawal)-- MMcf. . 2,782 (24) (41) Cost of natural gas purchased per dk . . . . . . . . . . . . . . . . $2.01 $1.68 $1.78 Energy Marketing Operations Natural gas volumes (Mdk). . . . . . . . 1,853 843 --- Mining and Construction Materials Operations Coal: (000's) Tonnage sales. . . . . . . . . . . . . 4,439 4,747 4,759 Recoverable reserves in tons . . . . . 261,500 266,000 270,800 Construction materials: (000's) Aggregates (tons sold) . . . . . . . . --- --- --- Ready-mixed concrete (cubic yards sold). . . . . . . . . . . . . --- --- --- Asphalt (tons sold). . . . . . . . . . --- --- --- Recoverable aggregate reserves in tons. . . . . . . . . . . . . . . --- --- --- Oil and Natural Gas Production Operations Production: Oil (000's of barrels) . . . . . . . . 1,374 1,348 1,358 Natural gas (MMcf) . . . . . . . . . . 1,846 1,605 1,464 Average sales prices: Oil (per barrel) . . . . . . . . . . . $20.11 $16.26 $13.43 Natural gas (per Mcf). . . . . . . . . $ 1.63 $ 1.66 $ 2.14 Net recoverable reserves: Oil (000's of barrels) . . . . . . . . 12,400 12,000 11,500 Natural gas (MMcf) . . . . . . . . . . 16,100 10,800 9,400