As filed with the U.S. Securities and Exchange Commission on September 12, 2024.

File No. 001-          

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10

GENERAL FORM FOR REGISTRATION OF SECURITIES

Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934

Everus Construction Group, Inc.

(Exact name of Registrant as specified in its charter)

Delaware			99-1952207
(State or other jurisdiction of incorporation or organization)			(I.R.S. employer identification no.)

1730 Burnt Boat Drive Bismarck, North Dakota			58503
(Address of principal executive offices)			(Zip code)

(701) 221-6400

(Registrant’s telephone number, including area code)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class to be so registered						Name of exchange on which each class is to be registered
Common Stock, par value $0.01 per share						New York Stock Exchange

Securities to be registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer			☐			Accelerated filer			☐
Non-accelerated filer			☒			Smaller reporting company			☐
						Emerging growth company			☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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EVERUS CONSTRUCTION GROUP, INC.

INFORMATION REQUIRED IN REGISTRATION STATEMENT

CROSS-REFERENCE SHEET BETWEEN INFORMATION STATEMENT

AND ITEMS OF FORM 10

Certain information required to be included herein is incorporated by reference to specifically identified portions of the body of the information statement filed herewith as Exhibit 99.1. None of the information contained in the information statement shall be incorporated by reference herein or deemed to be a part hereof unless such information is specifically incorporated by reference.

Item 1.Business.

The information required by this item is contained under the sections of the information statement entitled “Information Statement Summary,” “Risk Factors,” “Cautionary Note Regarding Forward-Looking Statements,” “The Separation and Distribution,” “Business,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Certain Relationships and Related Person Transactions” and “Where You Can Find More Information.” Those sections are incorporated herein by reference.

Item 1A.  Risk Factors.

The information required by this item is contained under the section of the information statement entitled “Risk Factors.” That section is incorporated herein by reference.

Item 2.Financial Information.

The information required by this item is contained under the sections of the information statement entitled “Capitalization,” “Unaudited Pro Forma Condensed Consolidated Financial Statements,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Index to Consolidated and Condensed Consolidated Financial Statements” and the financial statements referenced therein. Those sections and such financial statements are incorporated herein by reference.

Item 3.Properties.

The information required by this item is contained under the section of the information statement entitled “Business.” That section is incorporated herein by reference.

Item 4.Security Ownership of Certain Beneficial Owners and Management.

The information required by this item is contained under the section of the information statement entitled “Security Ownership of Certain Beneficial Owners and Management.” That section is incorporated herein by reference.

Item 5.Directors and Executive Officers.

The information required by this item is contained under the sections of the information statement entitled “Management” and “Directors.” Those sections are incorporated herein by reference.

Item 6.Executive Compensation.

The information required by this item is contained under the sections of the information statement entitled “Directors—Compensation Committee Interlocks and Insider Participation,” “Compensation Discussion and Analysis,” “Director Compensation,” and “Everus Construction Group, Inc. Long-Term Performance-Based Incentive Plan.” Those sections are incorporated herein by reference.

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Item 7.Certain Relationships and Related Transactions.

The information required by this item is contained under the sections of the information statement entitled “Management,” “Directors” and “Certain Relationships and Related Person Transactions.” Those sections are incorporated herein by reference.

Item 8.Legal Proceedings.

The information required by this item is contained under the section of the information statement entitled “Business—Legal Proceedings.” That section is incorporated herein by reference.

Item 9.Market Price of, and Dividends on, the Registrant’s Common Equity and Related Stockholder Matters.

The information required by this item is contained under the sections of the information statement entitled “The Separation and Distribution,” “Dividend Policy,” “Capitalization,” and “Description of Everus Capital Stock.” Those sections are incorporated herein by reference.

Item 10. Recent Sales of Unregistered Securities.

The information required by this item is contained under the sections of the information statement entitled “Description of Material Indebtedness” and “Description of Everus Capital Stock—Sale of Unregistered Securities.” These sections are incorporated herein by reference.

Item 11. Description of Registrant’s Securities to be Registered.

The information required by this item is contained under the sections of the information statement entitled “The Separation and Distribution,” “Dividend Policy,” and “Description of Everus Capital Stock.” Those sections are incorporated herein by reference.

Item 12. Indemnification of Directors and Officers.

The information required by this item is contained under the section of the information statement entitled “Description of Everus Capital Stock—Limitations on Liability, Indemnification of Officers and Directors and Insurance.” That section is incorporated herein by reference.

Item 13. Financial Statements and Supplementary Data.

The information required by this item is contained under the section of the information statement entitled “Index to Consolidated and Condensed Consolidated Financial Statements” and the financial statements referenced therein. That section and such financial statements are incorporated herein by reference.

Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 15. Financial Statements and Exhibits.

(a)Financial Statements

The information required by this item is contained under the sections of the information statement entitled “Unaudited Pro Forma Condensed Consolidated Financial Statements” and “Index to Consolidated and Condensed Consolidated Financial Statements” and the financial statements referenced therein. Those sections and such financial statements are incorporated herein by reference.

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(b)Exhibits

The following documents are filed as exhibits hereto:

Exhibit Number						Exhibit Description
2.1						Form of Separation and Distribution Agreement by and between MDU Resources Group, Inc. and Everus Construction Group, Inc.
3.1						Form of Amended and Restated Certificate of Incorporation of Everus Construction Group, Inc.*
3.2						Form of Amended and Restated Bylaws of Everus Construction Group, Inc.*
10.1						Form of Transition Services Agreement by and between MDU Resources Group, Inc. and Everus Construction Group, Inc.
10.2						Form of Tax Matters Agreement by and between MDU Resources Group, Inc. and Everus Construction Group, Inc.
10.3						Form of Employee Matters Agreement by and between MDU Resources Group, Inc. and Everus Construction Group, Inc.
10.4						Form of Everus Construction Group, Inc. Long-Term Performance-Based Incentive Plan
10.5						Form of Everus Construction Group, Inc. Executive Incentive Compensation Plan, including Rules and Regulations
10.6						Form of Everus Construction Group, Inc. Director Compensation Policy
10.7						Form of Everus Construction Group, Inc. Deferred Compensation Plan for Directors
10.8						Form of Everus Construction Group, Inc. Deferred Compensation Plan - Plan Document and Adoption Agreement
10.9						Employment Offer Letter with Jeffrey S. Thiede, dated July 11, 2024
10.10						Employment Offer Letter with Thomas D. Nosbusch, dated August 15, 2024
10.11						Employment Offer Letter with Maximillian J Marcy, dated July 11, 2024
10.12						Employment Offer Letter with Paul R. Sanderson, dated July 11, 2024
10.13						Employment Offer Letter with Jon B. Hunke, dated July 11, 2024
10.14						Retention Bonus Letter with Jon B. Hunke, dated July 11, 2024
10.15						Form of Everus Construction Group, Inc. Director and Officer Indemnification Agreement
21.1						List of Subsidiaries of Everus Construction Group, Inc.
99.1						Information Statement of Everus Construction Group, Inc., preliminary and subject to completion, dated September 12, 2024
99.2						Form of Notice of Internet Availability of Information Statement Materials

__________________

*To be filed by amendment.

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SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

						EVERUS CONSTRUCTION GROUP, INC.
						By:			/s/ Jeffrey S. Thiede
						Name:			Jeffrey S. Thiede
						Title:			President and Chief Executive Officer

Date: September 12, 2024

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Exhibit 2.1

SEPARATION AND DISTRIBUTION AGREEMENT

BY AND BETWEEN

MDU RESOURCES GROUP, INC.

AND

EVERUS CONSTRUCTION GROUP, INC.

DATED AS OF [●], 2024

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TABLE OF CONTENTS

									Page
ARTICLE I DEFINITIONS									6
			1.1			Definitions			6
ARTICLE II THE SEPARATION									18
			2.1			Transfer of Assets and Assumption of Liabilities			18
			2.2			SpinCo Assets; Parent Assets			20
			2.3			SpinCo Liabilities; Parent Liabilities			23
			2.4			Approvals and Notifications			24
			2.5			Novation of Liabilities			28
			2.6			Release of Guarantees			30
			2.7			Termination of Agreements			31
			2.8			Treatment of Shared Contracts			32
			2.9			Bank Accounts; Cash Balances			33
			2.10			Ancillary Agreements			34
			2.11			Disclaimer of Representations and Warranties			34
			2.12			SpinCo Financing Arrangements; SpinCo Debt Incurrence.			34
			2.13			Financial Information Certifications			35
ARTICLE III THE DISTRIBUTION									35
			3.1			Sole and Absolute Discretion; Cooperation			35
			3.2			Actions Prior to the Distribution			36
			3.3			Conditions to the Distribution			37
			3.4			The Distribution			39
ARTICLE IV MUTUAL RELEASES; INDEMNIFICATION									40
			4.1			Release of Pre-Distribution Claims			40
			4.2			Indemnification by SpinCo			42
			4.3			Indemnification by Parent			43
			4.4			Indemnification Obligations Net of Insurance Proceeds and Other Amounts			44
			4.5			Procedures for Indemnification of Third-Party Claims			44
			4.6			Additional Matters			47
			4.7			Right of Contribution			48
			4.8			Covenant Not to Sue			48
			4.9			Remedies Cumulative			49
			4.10			Survival of Indemnities			49
			4.11			Tax Matters Agreement Coordination			49

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ARTICLE V CERTAIN OTHER MATTERS									49
			5.1			Insurance Matters			49
			5.2			Late Payments			52
			5.3			Inducement			52
			5.4			Post-Effective Time Conduct			52
ARTICLE VI EXCHANGE OF INFORMATION; CONFIDENTIALITY									53
			6.1			Agreement for Exchange of Information			53
			6.2			Ownership of Information			54
			6.3			Compensation for Providing Information			54
			6.4			Record Retention			54
			6.5			Limitations of Liability			54
			6.6			Other Agreements Providing for Exchange of Information			54
			6.7			Production of Witnesses; Records; Cooperation			55
			6.8			Privileged Matters			56
			6.9			Confidentiality			58
			6.10			Protective Arrangements			59
ARTICLE VII DISPUTE RESOLUTION									60
			7.1			Good Faith Officer Negotiation			60
			7.2			Mediation			60
			7.3			Arbitration			61
			7.4			Litigation and Unilateral Commencement of Arbitration			62
			7.5			Conduct During Dispute Resolution Process			62
ARTICLE VIII FURTHER ASSURANCES AND ADDITIONAL COVENANTS									62
			8.1			Further Assurances			62
			8.2			Use of the MDU Name and MDU Marks			63
ARTICLE IX TERMINATION									64
			9.1			Termination			64
			9.2			Effect of Termination			64
ARTICLE X MISCELLANEOUS									64
			10.1			Counterparts; Entire Agreement; Corporate Power			64
			10.2			Governing Law			65
			10.3			Assignability			65
			10.4			Third-Party Beneficiaries			65
			10.5			Notices			66
			10.6			Severability			67
			10.7			Force Majeure			67

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			10.8			No Set-Off			67
			10.9			Expenses			67
			10.10			Headings			67
			10.11			Survival			68
			10.12			Waivers of Default			68
			10.13			Specific Performance			68
			10.14			Amendments			68
			10.15			Interpretation			68
			10.16			Limitations of Liability			69
			10.17			Performance			69
			10.18			Mutual Drafting			69

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SCHEDULES

Schedule 1.1			SpinCo Intellectual Property
Schedule 1.2			SpinCo IT Assets
Schedule 1.3			SpinCo Retained Cash Amount
Schedule 2.1(a)			Plan of Reorganization
Schedule 2.2(b)(iii)			Parent Intellectual Property Rights
Schedule 2.2(b)(x)			Parent Assets
Schedule 2.7(b)(ii)			Intercompany Agreements
Schedule 4.3(e)			Specified Parent Information
Schedule 5.1(b)			Insurance Policies
Schedule 10.9			Allocation of Certain Costs and Expenses

EXHIBITS

Exhibit A			Form of Amended and Restated Certificate of Incorporation of Everus Construction Group, Inc.
Exhibit B			Form of Amended and Restated Bylaws of Everus Construction Group, Inc.

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SEPARATION AND DISTRIBUTION AGREEMENT

This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of [●], 2024 (this “Agreement”), is by and between MDU Resources Group, Inc., a Delaware corporation (“Parent”), and Everus Construction Group, Inc., a Delaware corporation (“SpinCo”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.

R E C I T A L S

WHEREAS, the board of directors of Parent (the “Parent Board”) has determined that it is in the best interests of Parent and its stockholders to create a new publicly traded company that shall operate the SpinCo Business;

WHEREAS, in furtherance of the foregoing, the Parent Board has determined that it is appropriate and desirable to separate the SpinCo Business from the Parent Business (the “Separation”) and, following the Separation, make a distribution, on a pro rata basis, to holders of Parent Shares on the Record Date of all of the outstanding SpinCo Shares (the “Distribution”);

WHEREAS, SpinCo has been incorporated solely for these purposes and has not engaged in activities, except in connection with the Separation and the Distribution;

WHEREAS, for U.S. federal income tax purposes, the Contribution and the Distribution, taken together, are intended to qualify as a transaction that is generally tax-free for U.S. federal income tax purposes under Sections 355 and 368(a)(1)(D) of the Code, and this Agreement is intended to be, and is hereby adopted as, a “plan of reorganization” within the meaning of Treasury Regulations Section 1.368-2(g);

WHEREAS, Parent has received a private letter ruling from the IRS in connection with the transactions contemplated by this Agreement (the “IRS Ruling”);

WHEREAS, Parent expects to receive one or more U.S. federal income tax opinions of its tax advisors in connection with the transactions contemplated by this Agreement;

WHEREAS, SpinCo and Parent have prepared, and SpinCo has filed with the SEC, the Form 10, which includes the Information Statement, and which sets forth disclosures concerning SpinCo, the Separation and the Distribution;

WHEREAS, each of Parent and SpinCo has determined that it is appropriate and desirable to set forth the principal corporate transactions required to effect the Separation and the Distribution and certain other agreements that will govern certain matters relating to the Separation and the Distribution and the relationship of Parent, SpinCo and the members of their respective Groups following the Distribution; and

WHEREAS, the Parties acknowledge that this Agreement and the Ancillary Agreements represent the integrated agreement of Parent and SpinCo relating to the Separation

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and the Distribution, are being entered into together, and would not have been entered into independently.

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

ARTICLE I

DEFINITIONS

1.1    Definitions. For the purpose of this Agreement, the following terms shall have the following meanings:

“Action” shall mean any demand, action, claim, dispute, suit, countersuit, arbitration, inquiry, subpoena, proceeding or investigation of any nature (whether criminal, civil, legislative, administrative, regulatory, prosecutorial or otherwise) by or before any federal, state, local, foreign or international Governmental Authority or any arbitration or mediation tribunal.

“Affiliate” shall mean, when used with respect to a specified Person, a Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such specified Person. For the purpose of this definition, “control” (including, with correlative meanings, “controlled by” and “under common control with”), when used with respect to any specified Person shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other interests, by contract, agreement, obligation, indenture, instrument, lease, promise, arrangement, release, warranty, commitment, undertaking or otherwise. It is expressly agreed that, prior to, at and after the Effective Time, solely for purposes of this Agreement and the Ancillary Agreements, (a) no member of the SpinCo Group shall be deemed to be an Affiliate of any member of the Parent Group and (b) no member of the Parent Group shall be deemed to be an Affiliate of any member of the SpinCo Group.

“Agreement” shall have the meaning set forth in the Preamble.

“Ancillary Agreements” shall mean all agreements (other than this Agreement) entered into by the Parties or the members of their respective Groups (but only agreements as to which no Third Party is a party) in connection with the Separation, the Distribution or the other transactions contemplated by this Agreement, including the Transition Services Agreement, the Tax Matters Agreement, the Employee Matters Agreement and the Transfer Documents and any other agreement that by its express terms provides that it shall be an Ancillary Agreement for purposes of this Agreement.

“Approvals or Notifications” shall mean any consents, waivers, approvals, permits or authorizations to be obtained from, notices, registrations or reports to be submitted to, or other filings to be made with, any Third Party, including any Governmental Authority.

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“Arbitration Procedure” shall have the meaning set forth in Section 7.3(a).

“Arbitration Request” shall have the meaning set forth in Section 7.3(a).

“Assets” shall mean, with respect to any Person, the assets, properties, claims and rights (including goodwill) of such Person, wherever located (including in the possession of vendors or other Third Parties or elsewhere), of every kind, character and description, whether real, personal or mixed, tangible, intangible or contingent, in each case whether or not recorded or reflected or required to be recorded or reflected on the books and records or financial statements of such Person, including rights and benefits pursuant to any contract, license, Permit, indenture, note, bond, mortgage, agreement, concession, franchise, instrument, undertaking, commitment, understanding or other arrangement.

“Cash Transfer” shall have the meaning set forth in Section 2.12(a).

“Code” shall mean the Internal Revenue Code of 1986, as amended.

“Contribution” shall have the meaning set forth in the Tax Matters Agreement.

“Covered Policies” shall have the meaning set forth in Section 5.1(b).

“COVID-19” shall mean SARS-CoV-2 or COVID-19, and any evolutions, variants, mutations or worsening thereof or related or associated epidemics, pandemics or disease outbreaks (including any subsequent waves).

“CPR” shall have the meaning set forth in Section 7.2.

“Delayed Parent Asset” shall have the meaning set forth in Section 2.4(h).

“Delayed Parent Liability” shall have the meaning set forth in Section 2.4(h).

“Delayed SpinCo Asset” shall have the meaning set forth in Section 2.4(c).

“Delayed SpinCo Liability” shall have the meaning set forth in Section 2.4(c).

“Disclosure Document” shall mean any registration statement (including the Form 10) filed with the SEC by or on behalf of any Party or any member of its Group, and any information statement (including the Information Statement), prospectus, offering memorandum, offering circular, periodic report or similar disclosure document, whether or not filed with the SEC or any other Governmental Authority, in each case that describes the Separation or the Distribution or the SpinCo Group or primarily relates to the transactions contemplated hereby.

“Dispute” shall have the meaning set forth in Section 7.1.

“Distribution” shall have the meaning set forth in the Recitals.

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“Distribution Agent” shall mean the trust company or bank duly appointed by Parent to act as distribution agent, transfer agent and registrar for the SpinCo Shares in connection with the Distribution.

“Distribution Date” shall mean the date of the consummation of the Distribution, which shall be determined by the Parent Board in its sole and absolute discretion.

“Distribution Ratio” shall mean a number equal to 0.25.

“e-mail” shall have the meaning set forth in Section 10.5.

“Effective Time” shall mean [11:59 p.m.], Eastern time, on the Distribution Date.

“Employee Matters Agreement” shall mean the Employee Matters Agreement to be entered into by and between Parent and SpinCo or the members of their respective Groups in connection with the Separation, the Distribution or the other transactions contemplated by this Agreement, as it may be amended from time to time.

“Environmental Law” shall mean any Law relating to the pollution, protection or restoration of or prevention of harm to the environment or natural resources (including air, surface water, groundwater, land surface or subsurface land), or human health or safety (as such matters relate to Hazardous Materials), including Laws relating to the use, handling, presence, transportation, treatment, storage, disposal, Release or discharge of Hazardous Materials or the protection of or prevention of harm to human health and safety.

“Environmental Liabilities” shall mean all Liabilities relating to, arising out of or resulting from any Hazardous Materials, Environmental Law or contract or agreement relating to environmental, health or safety matters (including all removal, remediation or cleanup costs, investigatory costs, response costs, natural resources damages, property damages, personal injury damages, costs of compliance with any product take-back requirements or with any settlement, judgment or other determination of Liability and indemnity, contribution or similar obligations) and all costs and expenses, interest, fines, penalties or other monetary sanctions in connection therewith.

“Exchange Act” shall mean the U.S. Securities Exchange Act of 1934, as amended, together with the rules and regulations promulgated thereunder.

“Force Majeure” shall mean, with respect to a Party, an event beyond the reasonable control of such Party (or any Person acting on its behalf), which event (a) does not arise or result from the fault or negligence of such Party (or any Person acting on its behalf) and (b) by its nature would not reasonably have been foreseen by such Party (or such Person), or, if it would reasonably have been foreseen, was unavoidable, and includes acts of God, acts of civil or military authority, acts of terrorism, cyberattacks, embargoes, epidemics, pandemics (including COVID-19 and Pandemic Measures), war, riots, insurrections, fires, explosions, earthquakes, floods, unusually severe weather conditions, labor problems or unavailability of parts, or, in the case of computer systems, any significant and prolonged failure in electrical or air conditioning

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equipment. Notwithstanding the foregoing, the receipt by a Party of an unsolicited takeover offer or other acquisition proposal, even if unforeseen or unavoidable, and such Party’s response thereto shall not be deemed an event of Force Majeure.

“Form 10” shall mean the registration statement on Form 10 filed by SpinCo with the SEC to effect the registration of SpinCo Shares pursuant to the Exchange Act in connection with the Distribution, as such registration statement may be amended or supplemented from time to time prior to the Distribution.

“Governmental Approvals” shall mean any Approvals or Notifications to be made to, or obtained from, any Governmental Authority.

“Governmental Authority” shall mean any nation or government, any state, province, municipality or other political subdivision thereof, and any entity, body, agency, commission, department, board, bureau, court, tribunal or other instrumentality, whether federal, state, provincial, local, domestic, foreign or multinational, exercising executive, legislative, judicial, regulatory, administrative or other similar functions of, or pertaining to, a government and any executive official thereof.

“Group” shall mean either the SpinCo Group or the Parent Group, as the context requires.

“Hazardous Materials” shall mean (a) those substances listed in, defined in or regulated under any Environmental Law, including the following federal statutes and their state counterparts, as each may be amended from time to time, and all regulations thereunder: the Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation and Liability Act, the Toxic Substances Control Act, the Clean Water Act, the Safe Drinking Water Act, the Atomic Energy Act and the Clean Air Act, (b) petroleum and petroleum products, including crude oil and any fractions thereof and (c) polychlorinated biphenyls, per- and polyfluoroalkyl substances, mold, methane, asbestos and radon.

“Indemnifying Party” shall have the meaning set forth in Section 4.4(a).

“Indemnitee” shall have the meaning set forth in Section 4.4(a).

“Indemnity Payment” shall have the meaning set forth in Section 4.4(a).

“Information Statement” shall mean the information statement to be made available to the holders of Parent Shares in connection with the Distribution, as such information statement may be amended or supplemented from time to time prior to the Distribution, and which Information Statement shall be an exhibit to the Form 10.

“Information Technology” shall mean all computer systems (including hardware, computers, servers, workstations, routers, hubs, switches and data communication lines), network and telecommunications equipment, Internet-related information technology infrastructure, and other information technology equipment, and all associated documentation.

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“Insurance Proceeds” shall mean those monies:

(a)    received by an insured from an insurance carrier; or

(b)    paid by an insurance carrier on behalf of the insured;

in any such case net of any premium adjustments (including reserves and retrospectively rated premium adjustments) resulting directly from the applicable claim and net of any costs or expenses incurred in the collection thereof.

“Intellectual Property Rights” shall mean any and all common law and statutory rights anywhere in the world arising under or associated with the following: (a) patents, patent applications, statutory invention registrations, certificates of invention, registered designs, utility models and similar or equivalent rights in inventions and designs, and all rights therein provided by international treaties or conventions (“Patents”), (b) trademarks, service marks, trade names, service names, trade dress, logos and other designations of origin, including any registrations and applications for registration of any of the foregoing (“Trademarks”), (c) rights associated with Internet domain names, uniform source locators, Internet Protocol addresses, social media accounts or “handles” with Facebook, LinkedIn, X and similar social media platforms, handles, and other names, identifiers and locators associated with Internet addresses, sites and services (“Internet Properties”), (d) copyrights and any other equivalent rights in works of authorship (including rights in software or databases as a work of authorship) and any other related rights of authors, and all registrations and applications for registration of any of the foregoing (“Copyrights”), (e) trade secrets and industrial secret rights and rights in know-how, inventions, data, and any other confidential or proprietary business or technical information, that derive independent economic value, whether actual or potential, from not being known to other persons (“Trade Secrets”), and (f) all other similar or equivalent intellectual property or proprietary rights anywhere in the world.

“IRS” shall mean the U.S. Internal Revenue Service.

“IRS Ruling” shall have the meaning set forth in the Recitals.

“Law” shall mean any national, supranational, federal, state, territorial, provincial, local or similar law (including common law), statute, code, order, ordinance, rule, regulation, treaty (including any income tax treaty), license, Permit, decree, injunction, binding judicial or administrative interpretation or other requirement, in each case, enacted, promulgated, issued or entered by a Governmental Authority.

“Liabilities” shall mean all debts, guarantees, assurances, commitments, liabilities, responsibilities, Losses, remediation, deficiencies, damages, fines, penalties, settlements, sanctions, costs, expenses, interest and obligations of any nature or kind, whether accrued or fixed, absolute or contingent, matured or unmatured, accrued or not accrued, asserted or unasserted, liquidated or unliquidated, foreseen or unforeseen, known or unknown, reserved or unreserved, or determined or determinable, including those arising under any Law, claim (including any Third-Party Claim), demand, Action, or order, writ, judgment, injunction, decree,

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stipulation, determination or award entered by or with any Governmental Authority or arbitration tribunal, and those arising under any contract, agreement, obligation, indenture, instrument, lease, promise, arrangement, release, warranty, commitment or undertaking, or any fines, damages or equitable relief that is imposed, in each case, including all costs and expenses relating thereto.

“Losses” shall mean actual losses (including any diminution in value), costs, damages, penalties and expenses (including legal and accounting fees and expenses and costs of investigation and litigation), whether or not involving a Third-Party Claim.

“MDU Name and MDU Marks” means the names, Trademarks, domain names, accounts or “handles” with Facebook, LinkedIn, X and other similar social media platforms, and other source or business identifiers of either Party or any member of its Group using or containing “MDU Resources”, “MDU” or “Building a Strong America,” either alone or in combination with other words or elements, and all names, Trademarks, monograms, domain names and other source or business identifiers confusingly similar to or embodying any of the foregoing either alone or in combination with other words or elements.

“Mediation Procedure” shall have the meaning set forth in Section 7.2.

“Mediation Request” shall have the meaning set forth in Section 7.2.

“Negotiation Request” shall have the meaning set forth in Section 7.1.

“NYSE” shall mean the New York Stock Exchange.

“Pandemic Measures” shall mean any quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, shut down, closure, sequester, immunization requirement, safety or similar Law, directive, guidelines or recommendations promulgated by any Governmental Authority, including the Centers for Disease Control and Prevention and the World Health Organization, in each case, in connection with or in response to a pandemic, including COVID-19.

“Parent” shall have the meaning set forth in the Preamble.

“Parent Accounts” shall have the meaning set forth in Section 2.9(a).

“Parent Assets” shall have the meaning set forth in Section 2.2(b).

“Parent Board” shall have the meaning set forth in the Recitals.

“Parent Books and Records” shall have the meaning set forth in Section 2.2(a)(xii).

“Parent Business” shall mean all businesses, operations and activities (whether or not such businesses, operations or activities are or have been terminated, divested or

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discontinued) conducted at any time prior to the Effective Time by either Party or any member of its Group, other than the SpinCo Business.

“Parent Group” shall mean Parent and each Person that is a Subsidiary of Parent (other than SpinCo and any other member of the SpinCo Group).

“Parent Indemnitees” shall have the meaning set forth in Section 4.2.

“Parent Liabilities” shall have the meaning set forth in Section 2.3(b).

“Parent Shares” shall mean the shares of common stock, par value $1.00 per share, of Parent.

“Parties” shall mean the parties to this Agreement.

“Permits” shall mean permits, approvals, authorizations, consents, licenses, registrations or certificates issued by any Governmental Authority.

“Person” shall mean an individual, a general or limited partnership, a corporation, a trust, a joint venture, an unincorporated organization, a limited liability entity, any other entity and any Governmental Authority.

“Plan of Reorganization” shall have the meaning set forth in Section 2.1(a).

“Policies” shall mean insurance policies, reinsurance policies and insurance contracts of any kind, including property, excess and umbrella, commercial general liability, director and officer liability, fiduciary liability, cyber technology, professional liability, libel liability, employment practices liability, automobile, aircraft, marine, workers’ compensation and employers’ liability, employee dishonesty/crime/fidelity, foreign, bonds and self-insurance and captive insurance company arrangements, together with the rights, benefits, privileges and obligations thereunder.

“Prime Rate” shall mean the rate as published in The Wall Street Journal (or if not reported therein, as reported in another authoritative source reasonably selected by Parent).

“Privileged Information” shall mean any information, in written, oral, electronic or other tangible or intangible forms, including any communications by or to attorneys (including attorney-client privileged communications), memoranda and other materials prepared by attorneys or under their direction (including attorney work product), as to which a Party or any member of its Group would be entitled to assert or have asserted a privilege or other protection, including the attorney-client and attorney work product privileges.

“Real Property” shall mean land together with all easements, rights and interests arising out of the ownership thereof or appurtenant thereto and all buildings, structures, improvements and fixtures located thereon.

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“Real Property Leases” shall mean all leases to Real Property and, to the extent covered by such leases, any and all buildings, structures, improvements and fixtures located thereon.

“Record Date” shall mean the close of business on the date to be determined by the Parent Board as the record date for determining holders of Parent Shares entitled to receive SpinCo Shares pursuant to the Distribution.

“Record Holders” shall mean the holders of record of Parent Shares as of the Record Date.

“Registered IP” shall mean all United States, international or foreign (a) Patents and Patent applications, (b) registered Trademarks and applications to register Trademarks, (c) registered Copyrights and applications for Copyright registration, and (d) registered Internet Properties.

“Release” shall mean any release, spill, emission, discharge, leaking, pumping, pouring, dumping, injection, deposit, disposal, dispersal, leaching or migration of Hazardous Materials into the environment (including ambient air, surface water, groundwater and surface or subsurface strata).

“Representatives” shall mean, with respect to any Person, any of such Person’s directors, officers, employees, agents, consultants, advisors, accountants, attorneys or other representatives.

“SEC” shall mean the U.S. Securities and Exchange Commission.

“Security Interest” shall mean any mortgage, security interest, pledge, lien, charge, claim, option, right to acquire, voting or other restriction, right-of-way, covenant, condition, easement, encroachment, restriction on transfer, or other encumbrance of any nature whatsoever.

“Separation” shall have the meaning set forth in the Recitals.

“Shared Contract” shall have the meaning set forth in Section 2.8(a).

“Software” shall mean any and all (a) computer programs, including any and all software implementation of algorithms, models and methodologies, whether in source code, object code, human readable form or other form, (b) databases and compilations, including any and all data and collections of data, whether machine readable or otherwise, (c) descriptions, flow charts and other work products used to design, plan, organize and develop any of the foregoing, (d) screens, user interfaces, report formats, firmware, development tools, templates, menus, buttons and icons and (e) documentation, including user manuals and other training documentation, relating to any of the foregoing.

“Specified Ancillary Agreement” shall have the meaning set forth in Section 10.18(b).

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“SpinCo” shall have the meaning set forth in the Preamble.

“SpinCo Accounts” shall have the meaning set forth in Section 2.9(a).

“SpinCo Assets” shall have the meaning set forth in Section 2.2(a).

“SpinCo Balance Sheet” shall mean the pro forma consolidated balance sheet of the SpinCo Business, including any notes and subledgers thereto, as of [●], as presented in the Information Statement made available to the Record Holders.

“SpinCo Books and Records” shall mean all books and records to the extent used in or necessary, as of immediately prior to the Effective Time, for the operation of the SpinCo Business, including financial, employee, and general business operating documents, instruments, papers, books, books of account, records and files and data related thereto (including regulatory dossiers, correspondence and related documentation); provided, that SpinCo Books and Records shall not include material that Parent is not permitted by applicable Law or agreement to disclose or transfer to SpinCo; provided, further, that SpinCo Books and Records shall not include any Intellectual Property Rights or Technology.

“SpinCo Business” shall mean the business, operations and activities of the Construction Services reporting segment of Parent as conducted as of immediately prior to the Effective Time by the Transferred Entity and its Subsidiaries and as described in the Information Statement. For the avoidance of doubt, the SpinCo Business shall exclude all other business, operations and activities of Parent conducted as of immediately prior to the Effective Time, including the business, operations and activities of Parent’s Electric, Natural Gas Distribution and Pipeline financial reporting segments.

“SpinCo Bylaws” shall mean the Amended and Restated Bylaws of SpinCo, substantially in the form of Exhibit B.

“SpinCo Certificate of Incorporation” shall mean the Amended and Restated Certificate of Incorporation of SpinCo, substantially in the form of Exhibit A.

“SpinCo Contracts” shall mean the following contracts and agreements to which either Party or any member of its Group is a party or by which it or any member of its Group or any of their respective Assets is bound, whether or not in writing, in each case entered into prior to the Effective Time (provided that SpinCo Contracts shall not include any contract or agreement that is contemplated to be retained by Parent or any member of the Parent Group from and after the Effective Time pursuant to any provision of this Agreement or any Ancillary Agreement)):

(a)    (i) any customer, distribution, supply or vendor contract or agreement with a Third Party exclusively related to the SpinCo Business and (ii) with respect to any customer, distribution, supply or vendor contract or agreement with a Third Party that relates to the SpinCo Business but is not exclusively related to the SpinCo Business, that portion of any such customer, distribution, supply or vendor contract or agreement that relates to the SpinCo Business;

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(b)    (i) any license agreement exclusively related to the SpinCo Business and (ii) with respect to any license agreement that relates to the SpinCo Business but is not exclusively related to the SpinCo Business, that portion of any such license agreement that relates to the SpinCo Business;

(c)    any guarantee, indemnity, representation, covenant, warranty or other Liability of either Party or any member of its Group in respect of any other SpinCo Contract, any SpinCo Liability or the SpinCo Business;

(d)    any contract or agreement that is expressly contemplated by this Agreement or any of the Ancillary Agreements to be assigned to SpinCo or any member of the SpinCo Group;

(e)    any interest rate, currency, commodity or other swap, collar, cap or other hedging or similar agreements or arrangements exclusively related to the SpinCo Business;

(f)    any credit agreement, indenture, note or other financing agreement or instrument entered into by SpinCo and/or any member of the SpinCo Group in connection with the Separation, including any SpinCo Financing Arrangements;

(g)    any contract or agreement entered into in the name of, or expressly on behalf of, any division, business unit or member of the SpinCo Group;

(h)    any joint venture or partnership contract or agreement exclusively related to the SpinCo Business;

(i)    the SpinCo Real Property Leases; and

(j)    any other contract or agreement not otherwise set forth herein and exclusively related to the SpinCo Business or SpinCo Assets.

“SpinCo Debt” shall have the meaning set forth in Section 2.12(a).

“SpinCo Designees” shall mean any and all entities (including corporations, general or limited partnerships, trusts, joint ventures, unincorporated organizations, limited liability entities or other entities) designated by Parent that will be members of the SpinCo Group as of immediately prior to the Effective Time.

“SpinCo Financing Arrangements” shall have the meaning set forth in Section 2.12(a).

“SpinCo Group” shall mean (a) prior to the Effective Time, SpinCo and each Person that will be a Subsidiary of SpinCo as of immediately after the Effective Time, including the Transferred Entity, even if, prior to the Effective Time, such Person is not a Subsidiary of SpinCo; and (b) on and after the Effective Time, SpinCo and each Person that is a Subsidiary of SpinCo.

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“SpinCo Indemnitees” shall have the meaning set forth in Section 4.3.

“SpinCo Intellectual Property Rights” shall mean (a) the Patents, Trademarks, Internet Properties and other Registered IP set forth on Schedule 1.1, and (b) the Intellectual Property Rights (other than Patents, Trademarks, Internet Properties and other Registered IP) that are owned by either Party or any of the members of its Group as of immediately prior to the Effective Time and embodied in the SpinCo Technology.

“SpinCo IT Assets” shall mean (a) all Information Technology owned by either Party or any member of its Group as of immediately prior to the Effective Time that is exclusively used or exclusively held for use in the SpinCo Business, and (b) all Third Party Software loaded thereon to the extent the applicable contract has transferred to the SpinCo Group pursuant to the terms of this Agreement or the SpinCo Group otherwise independently has a license to such Software, including the SpinCo IT Assets set forth on Schedule 1.2.

“SpinCo Liabilities” shall have the meaning set forth in Section 2.3(a).

“SpinCo Permits” shall mean all Permits owned or licensed by either Party or any member of its Group exclusively used or exclusively held for use in the SpinCo Business as of the Effective Time.

“SpinCo Retained Cash Amount” shall mean a cash amount calculated in accordance with Schedule 1.3.

“SpinCo Shares” shall mean the shares of common stock, par value $0.01 per share, of SpinCo.

“SpinCo Technology” shall mean any Technology with respect to which the Intellectual Property Rights therein are owned by either Party or any member of its Group to the extent that such Technology is used in, held for use in or necessary for the operation of the SpinCo Business as of the Effective Time and capable of being copied (for example, Software). For the avoidance of doubt, “SpinCo Technology” shall not include any SpinCo Intellectual Property Rights, SpinCo IT Assets or SpinCo Books and Records.

“SpinCo Real Property” shall mean (a) all of the Real Property owned by SpinCo or any member of the SpinCo Group as of the Effective Time, (b) the Real Property Leases to which SpinCo or any member of the SpinCo Group is a party as of the Effective Time (the “SpinCo Real Property Leases”), and (c) all recorded Real Property notices, easements, and obligations with respect to the Real Property and/or Real Property Leases described in the foregoing clauses (a) and (b).

“Straddle Period” shall have the meaning set forth in Section 2.13.

“Subsidiary” shall mean, with respect to any Person, any corporation, limited liability company, joint venture or partnership of which such Person (a) beneficially owns, either directly or indirectly, more than fifty percent (50%) of (i) the total combined voting power of all

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classes of voting securities, (ii) the total combined equity interests or (iii) the capital or profit interests, in the case of a partnership, or (b) otherwise has the power to vote, either directly or indirectly, sufficient securities to elect a majority of the board of directors or similar governing body.

“Tangible Information” shall mean information that is contained in written, electronic or other tangible forms.

“Tax” shall have the meaning set forth in the Tax Matters Agreement.

“Tax Matters Agreement” shall mean the Tax Matters Agreement to be entered into by and between Parent and SpinCo or any members of their respective Groups in connection with the Separation, the Distribution or the other transactions contemplated by this Agreement, as it may be amended from time to time.

“Tax Return” shall have the meaning set forth in the Tax Matters Agreement.

“Technology” shall mean embodiments of Intellectual Property Rights, including blueprints, designs, design protocols, documentation, specifications for materials, specifications for parts and devices, and design tools, materials, manuals, data, databases, Software and knowhow or knowledge of employees, relating to, embodying, or describing products, articles, apparatus, devices, processes, methods, formulae, recipes or other technical information; provided that “Technology” shall not include tangible personal property, Information Technology, books and records or any Intellectual Property Rights.

“Third Party” shall mean any Person other than the Parties or any members of their respective Groups.

“Third-Party Claim” shall have the meaning set forth in Section 4.5(a).

“Transfer Documents” shall have the meaning set forth in Section 2.1(b).

“Transferred Entity” shall mean Everus Construction, Inc. (formerly known as MDU Construction Services Group, Inc.), a Delaware corporation.

“Transition Period” shall have the meaning set forth in Section 8.2.

“Transition Services Agreement” shall mean the Transition Services Agreement to be entered into by and between Parent and SpinCo or any members of their respective Groups in connection with the Separation, the Distribution or the other transactions contemplated by this Agreement, as it may be amended from time to time.

“Unreleased Parent Liability” shall have the meaning set forth in Section 2.5(b)(ii).

“Unreleased SpinCo Liability” shall have the meaning set forth in Section 2.5(a)(ii).

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ARTICLE II

THE SEPARATION

2.1    Transfer of Assets and Assumption of Liabilities.

(a)    Subject to Section 2.4, on or prior to the Effective Time, but in any case prior to the Distribution, in accordance with the plan and structure set forth on Schedule 2.1(a) (the “Plan of Reorganization”):

(i)    Transfer and Assignment of SpinCo Assets. Parent shall, and shall cause the applicable members of its Group to, contribute, assign, transfer, convey and deliver to SpinCo, or the applicable SpinCo Designees, and SpinCo or such SpinCo Designees shall accept from Parent and the applicable members of the Parent Group, all of Parent’s and such Parent Group member’s respective direct or indirect right, title and interest in and to all of the SpinCo Assets (it being understood that if any SpinCo Asset shall be held by the Transferred Entity or a wholly owned Subsidiary of the Transferred Entity, such SpinCo Asset shall be deemed assigned, transferred, conveyed and delivered to SpinCo as a result of the transfer of all of the equity interests in the Transferred Entity from Parent or the applicable members of the Parent Group to SpinCo or the applicable SpinCo Designee);

(ii)    Acceptance and Assumption of SpinCo Liabilities. SpinCo and the applicable SpinCo Designees shall accept, assume and agree faithfully to perform, discharge and fulfill all of the SpinCo Liabilities in accordance with their respective terms. SpinCo and such SpinCo Designees shall be responsible for all SpinCo Liabilities, regardless of when or where such SpinCo Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the Effective Time, regardless of where or against whom such SpinCo Liabilities are asserted or determined (including any SpinCo Liabilities arising out of claims made by Parent’s or SpinCo’s respective directors, officers, employees, agents, Subsidiaries or Affiliates against any member of the Parent Group or the SpinCo Group) or whether asserted or determined prior to the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud or misrepresentation by any member of the Parent Group or the SpinCo Group, or any of their respective directors, officers, employees, agents, Subsidiaries or Affiliates;

(iii)    Transfer and Assignment of Parent Assets. Parent and SpinCo shall cause SpinCo and the SpinCo Designees to contribute, assign, transfer, convey and deliver to Parent or certain members of the Parent Group designated by Parent, and Parent or such other members of the Parent Group shall accept from SpinCo and the SpinCo Designees, all of SpinCo’s and such SpinCo Designees’ respective direct or indirect right, title and interest in and to all Parent Assets held by SpinCo or a SpinCo Designee; and

(iv)    Acceptance and Assumption of Parent Liabilities. Parent and certain members of the Parent Group designated by Parent shall accept, assume and agree

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faithfully to perform, discharge and fulfill all of the Parent Liabilities held by SpinCo or any SpinCo Designee and Parent and the applicable members of the Parent Group shall be responsible for all Parent Liabilities in accordance with their respective terms, regardless of when or where such Parent Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the Effective Time, regardless of where or against whom such Parent Liabilities are asserted or determined (including any such Parent Liabilities arising out of claims made by Parent’s or SpinCo’s respective directors, officers, employees, agents, Subsidiaries or Affiliates against any member of the Parent Group or the SpinCo Group) or whether asserted or determined prior to the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud or misrepresentation by any member of the Parent Group or the SpinCo Group, or any of their respective directors, officers, employees, agents, Subsidiaries or Affiliates.

(b)    Transfer Documents. In furtherance of the contribution, assignment, transfer, conveyance and delivery of the Assets and the assumption of the Liabilities in accordance with Section 2.1(a), and without prejudice to any actions taken to implement, or documents entered into between or among any of the Parties or members of their respective Groups to implement, or in furtherance of, the Plan of Reorganization prior to the date hereof, (i) each Party shall execute and deliver, and shall cause the applicable members of its Group to execute and deliver, to the other Party, such bills of sale, quitclaim deeds, stock powers, certificates of title, assignments of contracts and other instruments of transfer, conveyance and assignment as and to the extent necessary to evidence the transfer, conveyance and assignment of all of such Party’s and the applicable members of its Group’s right, title and interest in and to such Assets to the other Party and the applicable members of its Group in accordance with Section 2.1(a), and (ii) each Party shall execute and deliver, and shall cause the applicable members of its Group to execute and deliver, to the other Party, such assumptions of contracts and other instruments of assumption as and to the extent necessary to evidence the valid and effective assumption of the Liabilities by such Party and the applicable members of its Group in accordance with Section 2.1(a). All of the foregoing documents contemplated by this Section 2.1(b) (including any documents entered into between or among any of the Parties or members of their respective Groups to implement or in furtherance of the Plan of Reorganization prior to the date hereof) shall be referred to collectively herein as the “Transfer Documents.”

(c)    Misallocations. In the event that at any time or from time to time (whether prior to, at or after the Effective Time), one Party (or any member of such Party’s Group) shall receive or otherwise possess any Asset that is allocated to the other Party (or any member of such Party’s Group) pursuant to this Agreement or any Ancillary Agreement, such first Party shall promptly transfer, or cause to be transferred, such Asset to the Party so entitled thereto (or to any member of such Party’s Group), and the Party so entitled thereto (or member of such Party’s Group) shall accept such Asset. Prior to any such transfer, the Person receiving or possessing such Asset shall hold such Asset in trust for such other Person. In the event that at any time or from time to time (whether prior to, at or after the Effective Time), one Party hereto (or any member of such Party’s Group) shall receive or otherwise assume or be subject to any Liability that is allocated to the other Party (or any member of such Party’s Group) pursuant to

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this Agreement or any Ancillary Agreement, such first Party shall promptly transfer, or cause to be transferred, such Liability to the Party responsible therefor (or to any member of such Party’s Group), and the Party so responsible therefor (or member of such Party’s Group) shall accept, assume and agree to faithfully perform such Liability in accordance with this Agreement.

(d)    Waiver of Bulk-Sale and Bulk-Transfer Laws. To the extent permissible under applicable Law, SpinCo hereby waives compliance by each and every member of the Parent Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the SpinCo Assets to any member of the SpinCo Group. To the extent permissible under applicable Law, Parent hereby waives compliance by each and every member of the SpinCo Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the Parent Assets to any member of the Parent Group.

(e)    Electronic Transfer. All transferred SpinCo Assets and Parent Assets, including transferred Technology, that can be delivered by electronic transmission will be so delivered or made available to SpinCo, Parent or their respective designees (as applicable), in an electronic form to be reasonably determined by the Parties.

2.2    SpinCo Assets; Parent Assets.

(a)    SpinCo Assets. For purposes of this Agreement, “SpinCo Assets” shall mean:

(i)    all issued and outstanding capital stock or other equity interests of the Transferred Entity and other members of the SpinCo Group that are owned by either Party or any members of its Group as of the Effective Time;

(ii)    all Assets of either Party or any of the members of its Group included or reflected as assets of the SpinCo Group on the SpinCo Balance Sheet, subject to any dispositions of such Assets subsequent to the date of the SpinCo Balance Sheet; provided that the amounts set forth on the SpinCo Balance Sheet with respect to any Assets shall not be treated as minimum amounts or limitations on the amount of such Assets that are included in the definition of SpinCo Assets pursuant to this clause (ii);

(iii)    all Assets of either Party or any of the members of its Group as of the Effective Time that are of a nature or type that would have resulted in such Assets being included as Assets of SpinCo or members of the SpinCo Group on a pro forma consolidated balance sheet of the SpinCo Group or any notes or subledgers thereto as of the Effective Time (were such balance sheet, notes and subledgers to be prepared on a basis consistent with the determination of the Assets included on the SpinCo Balance Sheet), it being understood that (x) the SpinCo Balance Sheet shall be used to determine the types of, and methodologies used to determine, those Assets that are included in the definition of SpinCo Assets pursuant to this clause (iii); and (y) the amounts set forth on the SpinCo Balance Sheet with respect to any Assets shall not be treated as minimum

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amounts or limitations on the amount of such Assets that are included in the definition of SpinCo Assets pursuant to this clause (iii);

(iv)    all Assets of either Party or any of the members of its Group as of the Effective Time that are expressly provided by this Agreement or any Ancillary Agreement as Assets to be transferred to SpinCo or any other member of the SpinCo Group;

(v)    all SpinCo Contracts as of the Effective Time and all rights, interests or claims of either Party or any of the members of its Group thereunder as of the Effective Time;

(vi)    all SpinCo Intellectual Property Rights as of the Effective Time, including any goodwill appurtenant to any Trademarks included in the SpinCo Intellectual Property Rights and the right to seek, recover and retain damages for infringement of any SpinCo Intellectual Property Rights;

(vii)    all SpinCo Technology as of immediately prior to the Effective Time;

(viii)    all SpinCo IT Assets as of immediately prior to the Effective Time;

(ix)    all SpinCo Real Property as of the Effective Time;

(x)    all SpinCo Permits as of the Effective Time and all rights, interests or claims of either Party or any of the members of its Group thereunder as of the Effective Time;

(xi)    all Assets of either Party or any of the members of its Group as of the Effective Time that are exclusively related to the SpinCo Business to the extent not already included in subsections (i)-(x) and (xii)-(xiii) of this subsection;

(xii)    copies of any and all SpinCo Books and Records in the possession of either Party as of immediately prior to the Effective Time; provided, that Parent shall be permitted to retain copies of, and continue to use, subject to Section 6.9, (A) any SpinCo Books and Records that as of the Effective Time are used in or necessary for the operation or conduct of the Parent Business, (B) any SpinCo Books and Records that Parent is required by Law to retain (and if copies are not provided to SpinCo, then, to the extent permitted by Law, such copies will be made available to SpinCo upon SpinCo’s reasonable request), (C) one (1) copy of any SpinCo Books and Records to the extent required to demonstrate compliance with applicable Law or pursuant to internal compliance procedures or related to any Parent Assets or Parent’s and/or its Affiliates obligations under this Agreement or any of the Ancillary Agreements and (D) “back-up” electronic tapes of such SpinCo Books and Records maintained by Parent in the ordinary course of business (such material in clauses (A) through (D), the “Parent Books and Records”); and

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(xiii)    the SpinCo Retained Cash Amount.

Notwithstanding the foregoing, the Parties hereby acknowledge and agree that (A) while a single Asset may fall within more than one of the clauses (i) through (xiii) in this Section 2.2(a), such fact does not imply that (x) such Asset shall be transferred more than once or (y) any duplication of such Asset is required, and (B) the SpinCo Assets shall not in any event include any Asset referred to in clauses (i) through (x) of Section 2.2(b).

(b)    Parent Assets. For the purposes of this Agreement, “Parent Assets” shall mean all Assets of either Party or the members of its Group as of the Effective Time, other than the SpinCo Assets, it being understood that, notwithstanding anything herein to the contrary, the Parent Assets shall include:

(i)    all Assets owned by either Party or any of the members of its Group as of the Effective Time that are contemplated by this Agreement or any Ancillary Agreement (or the Schedules hereto or thereto) as Assets to be retained by Parent or any other member of the Parent Group;

(ii)    all contracts and agreements of either Party or any of the members of its Group as of the Effective Time (other than the SpinCo Contracts);

(iii)    (x) the MDU Name and MDU Marks and the Intellectual Property Rights set forth on Schedule 2.2(b)(iii), and (y) all other Intellectual Property Rights owned by either Party or any of the members of its Group as of the Effective Time other than, in the case of this clause (y), the SpinCo Intellectual Property Rights;

(iv)    all Technology of either Party or any of the members of its Group as of the Effective Time (other than the SpinCo Technology);

(v)    all Information Technology owned by either Party or any member of its Group as of immediately prior to the Effective Time (other than the SpinCo IT Assets);

(vi)    all Permits of either Party or any of the members of its Group as of the Effective Time (other than the SpinCo Permits);

(vii)    all Real Property of either Party or any of the members of its Group as of the Effective Time (other than the SpinCo Real Property);

(viii)    all Parent Books and Records;

(ix)    all cash and cash equivalents of either Party or any of the members of its Group as of the Effective Time (other than the SpinCo Retained Cash Amount); and

(x)    any and all Assets set forth on Schedule 2.2(b)(x).

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2.3    SpinCo Liabilities; Parent Liabilities.

(a)    SpinCo Liabilities. For the purposes of this Agreement, “SpinCo Liabilities” shall mean the following Liabilities of either Party or any of the members of its Group:

(i)    all Liabilities included or reflected as liabilities or obligations of SpinCo or the members of the SpinCo Group on the SpinCo Balance Sheet, subject to any discharge of such Liabilities subsequent to the date of the SpinCo Balance Sheet; provided that the amounts set forth on the SpinCo Balance Sheet with respect to any Liabilities shall not be treated as minimum amounts or limitations on the amount of such Liabilities that are included in the definition of SpinCo Liabilities pursuant to this clause (i);

(ii)    all Liabilities as of the Effective Time that are of a nature or type that would have resulted in such Liabilities being included or reflected as liabilities or obligations of SpinCo or the members of the SpinCo Group on a pro forma consolidated balance sheet of the SpinCo Group or any notes or subledgers thereto as of the Effective Time (were such balance sheet, notes and subledgers to be prepared on a basis consistent with the determination of the Liabilities included on the SpinCo Balance Sheet), it being understood that (x) the SpinCo Balance Sheet shall be used to determine the types of, and methodologies used to determine, those Liabilities that are included in the definition of SpinCo Liabilities pursuant to this clause (ii); and (y) the amounts set forth on the SpinCo Balance Sheet with respect to any Liabilities shall not be treated as minimum amounts or limitations on the amount of such Liabilities that are included in the definition of SpinCo Liabilities pursuant to this clause (ii);

(iii)    all Liabilities, including any Environmental Liabilities, relating to, arising out of or resulting from the actions, inactions, events, omissions, conditions, facts or circumstances occurring or existing prior to the Effective Time (whether or not such Liabilities cease being contingent, mature, become known, are asserted or foreseen, or accrue, in each case before, at or after the Effective Time), in each case to the extent that such Liabilities relate to, arise out of or result from the SpinCo Business or a SpinCo Asset;

(iv)    all Liabilities that are expressly provided by this Agreement or any Ancillary Agreement (or the Schedules hereto or thereto) as Liabilities to be assumed by SpinCo or any other member of the SpinCo Group, and all agreements, obligations and Liabilities of any member of the SpinCo Group under this Agreement or any of the Ancillary Agreements;

(v)    all Liabilities relating to, arising out of or resulting from the SpinCo Contracts, the SpinCo Intellectual Property Rights, the SpinCo IT Assets, the SpinCo Technology, the SpinCo Permits, the SpinCo Real Property or the SpinCo Financing Arrangements; and

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(vi)    all Liabilities arising out of claims made by any Third Party (including Parent’s or SpinCo’s respective directors, officers, stockholders, employees and agents) against any member of the Parent Group or the SpinCo Group to the extent relating to, arising out of or resulting from the SpinCo Business or the SpinCo Assets or the other business, operations, activities or Liabilities of SpinCo referred to in clauses (i) through (vi) above;

provided that, notwithstanding the foregoing, the Parties hereby acknowledge and agree that (A) while a single Liability may fall within more than one of the clauses (i) through (vii) in this Section 2.3(a), such fact does not imply that (x) such Liability shall be transferred more than once or (y) any duplication of such Liability is required, and (B) the SpinCo Liabilities shall not in any event include any Liability referred to in clauses (i) through (iii) of Section 2.3(b).

(b)    Parent Liabilities. For the purposes of this Agreement, “Parent Liabilities” shall mean:

(i)    all Liabilities, including any Environmental Liabilities, relating to, arising out of or resulting from actions, inactions, events, omissions, conditions, facts or circumstances occurring or existing prior to the Effective Time (whether or not such Liabilities cease being contingent, mature, become known, are asserted or foreseen, or accrue, in each case before, at or after the Effective Time) of any member of the Parent Group and, prior to the Effective Time, any member of the SpinCo Group, in each case, to the extent such Liabilities are not SpinCo Liabilities;

(ii)    all Liabilities that are expressly provided by this Agreement or any Ancillary Agreement (or the Schedules hereto or thereto) as Liabilities to be assumed by Parent or any other member of the Parent Group, and all agreements, obligations and Liabilities of any member of the Parent Group under this Agreement or any of the Ancillary Agreements; and

(iii)    all Liabilities arising out of claims made by any Third Party (including Parent’s or SpinCo’s respective directors, officers, stockholders, employees and agents) against any member of the Parent Group or the SpinCo Group to the extent relating to, arising out of or resulting from the Parent Business or the Parent Assets or the other business, operations, activities or Liabilities referred to in clauses (i) and (ii) above.

2.4    Approvals and Notifications.

(a)    Approvals and Notifications for SpinCo Assets and Liabilities. To the extent that the transfer or assignment of any SpinCo Asset, the assumption of any SpinCo Liability, the Separation or the Distribution requires any Approvals or Notifications, the Parties shall use their commercially reasonable efforts to obtain or make such Approvals or Notifications as soon as reasonably practicable; provided, however, that, except to the extent expressly provided in this Agreement or any of the Ancillary Agreements or as otherwise agreed between Parent and SpinCo, neither Parent nor SpinCo shall be obligated to contribute capital or pay any

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consideration in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person in order to obtain or make such Approvals or Notifications.

(b)    Delayed SpinCo Transfers. If and to the extent that the valid, complete and perfected transfer or assignment to the SpinCo Group of any SpinCo Asset (or portion thereof) or assumption by the SpinCo Group of any SpinCo Liability (or portion thereof) in connection with the Separation or the Distribution would be a violation of applicable Law or require any Approval or Notification that has not been obtained or made by the Effective Time then, unless the Parties shall otherwise mutually determine, the transfer or assignment to the SpinCo Group of such SpinCo Assets (or portions thereof) or the assumption by the SpinCo Group of such SpinCo Liabilities (or portions thereof), as the case may be, shall be automatically deemed deferred and any such purported transfer, assignment or assumption shall be null and void until such time as all legal impediments are removed or such Approval or Notification has been obtained or made. Notwithstanding the foregoing, any such SpinCo Assets or SpinCo Liabilities (or portions thereof) shall continue to constitute SpinCo Assets and SpinCo Liabilities for all other purposes of this Agreement.

(c)    Treatment of Delayed SpinCo Assets and Delayed SpinCo Liabilities. If any transfer or assignment of any SpinCo Asset (or a portion thereof) or any assumption of any SpinCo Liability (or a portion thereof) intended to be transferred, assigned or assumed hereunder, as the case may be, is not consummated on or prior to the Effective Time, whether as a result of the provisions of Section 2.4(b) or for any other reason (any such SpinCo Asset (or portion thereof), a “Delayed SpinCo Asset” and any such SpinCo Liability (or portion thereof), a “Delayed SpinCo Liability”), then, insofar as reasonably possible and subject to applicable Law, the member of the Parent Group retaining such Delayed SpinCo Asset or such Delayed SpinCo Liability, as the case may be, shall thereafter hold such Delayed SpinCo Asset or Delayed SpinCo Liability, as the case may be, for the use and benefit (or the performance and obligation, in the case of a Liability) of the member of the SpinCo Group entitled thereto or obligated therefor (at the expense of the member of the SpinCo Group entitled thereto or obligated therefor). In addition, the member of the Parent Group retaining such Delayed SpinCo Asset or such Delayed SpinCo Liability shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such Delayed SpinCo Asset or Delayed SpinCo Liability in the ordinary course of business in accordance with SpinCo Group past practice and take such other actions as may be reasonably requested by the member of the SpinCo Group to whom such Delayed SpinCo Asset is to be transferred or assigned, or which will assume such Delayed SpinCo Liability, as the case may be, in order to place such member of the SpinCo Group in a substantially similar position as if such Delayed SpinCo Asset or Delayed SpinCo Liability had been transferred, assigned or assumed as contemplated hereby and so that all the benefits and burdens relating to such Delayed SpinCo Asset or Delayed SpinCo Liability, as the case may be, including use, risk of loss, potential for gain, and dominion, control and command over such Delayed SpinCo Asset or Delayed SpinCo Liability, as the case may be, and all costs and expenses related thereto, shall inure from and after the Effective Time (and from any earlier time provided for in a Transfer Document until the Effective Time) to the SpinCo Group.

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(d)    Transfer of Delayed SpinCo Assets and Delayed SpinCo Liabilities. If and when the Approvals or Notifications, the absence of which caused the deferral of transfer or assignment of any Delayed SpinCo Asset or the deferral of assumption of any Delayed SpinCo Liability pursuant to Section 2.4(b), are obtained or made, and, if and when any other legal impediments to the transfer or assignment of any Delayed SpinCo Asset or the assumption of any Delayed SpinCo Liability have been removed, the transfer or assignment of the applicable Delayed SpinCo Asset or the assumption of the applicable Delayed SpinCo Liability, as the case may be, shall be effected in accordance with the terms of this Agreement and/or the applicable Ancillary Agreement.

(e)    Costs for Delayed SpinCo Assets and Delayed SpinCo Liabilities. Any member of the Parent Group retaining a Delayed SpinCo Asset or Delayed SpinCo Liability due to the deferral of the transfer or assignment of such Delayed SpinCo Asset or the deferral of the assumption of such Delayed SpinCo Liability, as the case may be, shall not be obligated, in connection with the foregoing, to expend any money, unless the necessary funds are advanced (or otherwise made available) by SpinCo or the member of the SpinCo Group entitled to the Delayed SpinCo Asset or obligated with respect to the Delayed SpinCo Liability, other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by SpinCo or the member of the SpinCo Group entitled to such Delayed SpinCo Asset or obligated with respect to such Delayed SpinCo Liability; provided, however, that the Parent Group shall not knowingly allow the loss or diminution in value of any Delayed SpinCo Asset without first providing the SpinCo Group commercially reasonable notice of such potential loss or diminution in value and affording the SpinCo Group a commercially reasonable opportunity to take action to prevent such loss or diminution in value.

(f)    Approvals and Notifications for Parent Assets. To the extent that the transfer or assignment of any Parent Asset, the assumption of any Parent Liability, the Separation or the Distribution requires any Approvals or Notifications, the Parties shall use their commercially reasonable efforts to obtain or make such Approvals or Notifications as soon as reasonably practicable; provided, however, that, except to the extent expressly provided in this Agreement or any of the Ancillary Agreements or as otherwise agreed between Parent and SpinCo, neither Parent nor SpinCo shall be obligated to contribute capital or pay any consideration in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person in order to obtain or make such Approvals or Notifications.

(g)    Delayed Parent Transfers. If and to the extent that the valid, complete and perfected transfer or assignment to the Parent Group of any Parent Asset (or portion thereof) or assumption by the Parent Group of any Parent Liability (or portion thereof) in connection with the Separation or the Distribution would be a violation of applicable Law or require any Approval or Notification that has not been obtained or made by the Effective Time then, unless the Parties shall otherwise mutually determine, the transfer or assignment to the Parent Group of such Parent Assets (or portions thereof) or the assumption by the Parent Group of such Parent Liabilities (or portions thereof), as the case may be, shall be automatically deemed deferred and any such purported transfer, assignment or assumption shall be null and void until such time as all legal impediments are removed or such Approval or Notification has been obtained or made.

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Notwithstanding the foregoing, any such Parent Assets or Parent Liabilities (or portions thereof) shall continue to constitute Parent Assets and Parent Liabilities for all other purposes of this Agreement.

(h)    Treatment of Delayed Parent Assets and Delayed Parent Liabilities. If any transfer or assignment of any Parent Asset (or a portion thereof) or any assumption of any Parent Liability (or a portion thereof) intended to be transferred, assigned or assumed hereunder, as the case may be, is not consummated on or prior to the Effective Time whether as a result of the provisions of Section 2.4(g) or for any other reason (any such Parent Asset (or a portion thereof), a “Delayed Parent Asset” and any such Parent Liability (or a portion thereof), a “Delayed Parent Liability”), then, insofar as reasonably possible and subject to applicable Law, the member of the SpinCo Group retaining such Delayed Parent Asset or such Delayed Parent Liability, as the case may be, shall thereafter hold such Delayed Parent Asset or Delayed Parent Liability, as the case may be, for the use and benefit (or the performance and obligation, in the case of a Liability) of the member of the Parent Group entitled thereto or obligated therefor (at the expense of the member of the Parent Group entitled thereto or obligated therefor). In addition, the member of the SpinCo Group retaining such Delayed Parent Asset or such Delayed Parent Liability shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such Delayed Parent Asset or Delayed Parent Liability in the ordinary course of business in accordance with Parent Group past practice and take such other actions as may be reasonably requested by the member of the Parent Group to which such Delayed Parent Asset is to be transferred or assigned, or which will assume such Delayed Parent Liability, as the case may be, in order to place such member of the Parent Group in a substantially similar position as if such Delayed Parent Asset or Delayed Parent Liability had been transferred, assigned or assumed as contemplated hereby and so that all the benefits and burdens relating to such Delayed Parent Asset or Delayed Parent Liability, as the case may be, including use, risk of loss, potential for gain, and dominion, control and command over such Delayed Parent Asset or Delayed Parent Liability, as the case may be, and all costs and expenses related thereto, shall inure from and after the Effective Time (and from any earlier time provided for in a Transfer Document until the Effective Time) to the Parent Group.

(i)    Transfer of Delayed Parent Assets and Delayed Parent Liabilities. If and when the Approvals or Notifications, the absence of which caused the deferral of transfer or assignment of any Delayed Parent Asset or the deferral of assumption of any Delayed Parent Liability pursuant to Section 2.4(f), are obtained or made, and, if and when any other legal impediments to the transfer or assignment of any Delayed Parent Asset or the assumption of any Delayed Parent Liability have been removed, the transfer or assignment of the applicable Delayed Parent Asset or the assumption of the applicable Delayed Parent Liability, as the case may be, shall be effected in accordance with the terms of this Agreement and/or the applicable Ancillary Agreement.

(j)    Costs for Delayed Parent Assets and Delayed Parent Liabilities. Any member of the SpinCo Group retaining a Delayed Parent Asset or Delayed Parent Liability due to the deferral of the transfer or assignment of such Delayed Parent Asset or the deferral of the assumption of such Delayed Parent Liability, as the case may be, shall not be obligated, in

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connection with the foregoing, to expend any money, unless the necessary funds are advanced (or otherwise made available) by Parent or the member of the Parent Group entitled to the Delayed Parent Asset or Delayed Parent Liability, other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by Parent or the member of the Parent Group entitled to such Delayed Parent Asset or obligated with respect to such Delayed Parent Liability; provided, however, that the SpinCo Group shall not knowingly allow the loss or diminution in value of any Delayed Parent Asset without first providing the Parent Group commercially reasonable notice of such potential loss or diminution in value and affording the Parent Group a commercially reasonable opportunity to take action to prevent such loss or diminution in value.

(k)    Tax Treatment of Delayed Transfers. Parent and SpinCo shall, and shall cause their Affiliates to, (i) for all U.S. federal (and applicable state, local and foreign) income Tax purposes, treat any SpinCo Asset, SpinCo Liability, Delayed SpinCo Asset, Delayed SpinCo Liability, Delayed Parent Asset or Delayed Parent Liability transferred, assigned or assumed after the Effective Time as having been so transferred, assigned or assumed at the time at which it was intended to have been so transferred, assigned or assumed as reflected in this Agreement (including the Plan of Reorganization); and (ii) file all Tax Returns in a manner consistent with such treatment and not take any Tax position inconsistent therewith, except to the extent otherwise required pursuant to Law, as determined by Parent in its reasonable discretion.

2.5    Novation of Liabilities.

(a)    Novation of SpinCo Liabilities.

(i)    Each of Parent and SpinCo, at the request of the other, shall use its commercially reasonable efforts to obtain, or to cause to be obtained, as soon as reasonably practicable, any consent, substitution, approval or amendment required to novate or assign all SpinCo Liabilities and obtain in writing the unconditional release of each member of the Parent Group that is a party to or otherwise obligated under any such arrangements, to the extent permitted by applicable Law and effective as of the Effective Time, so that, in any such case, the members of the SpinCo Group shall be solely responsible for such SpinCo Liabilities; provided, however, that, except as otherwise expressly provided in this Agreement or any of the Ancillary Agreements, neither Parent nor SpinCo shall be obligated to contribute any capital or pay any consideration in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Third Party from whom any such consent, substitution, approval, amendment or release is requested. To the extent such substitution contemplated by the first sentence of this Section 2.5(a)(i) has been effected, the members of the Parent Group shall, from and after the Effective Time, cease to have any obligation whatsoever arising from or in connection with such SpinCo Liabilities.

(ii)    If Parent or SpinCo is unable to obtain, or to cause to be obtained, any such required consent, substitution, approval, amendment or release and the applicable member of the Parent Group continues to be bound by such agreement, lease, license or other obligation or Liability (each, an “Unreleased SpinCo Liability”), SpinCo

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shall, to the extent not prohibited by Law, (A) use its commercially reasonable efforts to effect such consent, substitution, approval, amendment or release as soon as practicable following the Effective Time, but in any event within six (6) months thereof, and (B) as indemnitor, guarantor, agent or subcontractor for such member of the Parent Group, as the case may be, (x) pay, perform and discharge fully all the obligations or other Liabilities of such member of the Parent Group that constitute Unreleased SpinCo Liabilities from and after the Effective Time and (y) use its commercially reasonable efforts to effect such payment, performance or discharge prior to any demand for such payment, performance or discharge is permitted to be made by the obligee thereunder on any member of the Parent Group. If and when any such consent, substitution, approval, amendment or release shall be obtained or the Unreleased SpinCo Liabilities shall otherwise become assignable or able to be novated, Parent shall promptly assign, or cause to be assigned, and SpinCo or the applicable SpinCo Group member shall assume, such Unreleased SpinCo Liabilities without exchange of further consideration.

(b)    Novation of Parent Liabilities.

(i)    Each of Parent and SpinCo, at the request of the other, shall use its commercially reasonable efforts to obtain, or to cause to be obtained, as soon as reasonably practicable, any consent, substitution, approval or amendment required to novate or assign all Parent Liabilities and obtain in writing the unconditional release of each member of the SpinCo Group that is a party to or otherwise obligated under any such arrangements, to the extent permitted by applicable Law and effective as of the Effective Time, so that, in any such case, the members of the Parent Group shall be solely responsible for such Parent Liabilities; provided, however, that, except as otherwise expressly provided in this Agreement or any of the Ancillary Agreements, neither Parent nor SpinCo shall be obligated to contribute any capital or pay any consideration in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Third Party from whom any such consent, substitution, approval, amendment or release is requested. To the extent such substitution contemplated by the first sentence of this Section 2.5(b)(i) has been effected, the members of the SpinCo Group shall, from and after the Effective Time, cease to have any obligation whatsoever arising from or in connection with such Parent Liabilities.

(ii)    If Parent or SpinCo is unable to obtain, or to cause to be obtained, any such required consent, substitution, approval, amendment or release and the applicable member of the SpinCo Group continues to be bound by such agreement, lease, license or other obligation or Liability (each, an “Unreleased Parent Liability”), Parent shall, to the extent not prohibited by Law, (A) use its commercially reasonable efforts to effect such consent, substitution, approval, amendment or release as soon as practicable following the Effective Time, but in any event within six (6) months thereof, and (B) as indemnitor, guarantor, agent or subcontractor for such member of the SpinCo Group, as the case may be, (x) pay, perform and discharge fully all the obligations or other Liabilities of such member of the SpinCo Group that constitute Unreleased Parent Liabilities from and after the Effective Time and (y) use its commercially reasonable

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efforts to effect such payment, performance or discharge prior to any demand for such payment, performance or discharge is permitted to be made by the obligee thereunder on any member of the SpinCo Group. If and when any such consent, substitution, approval, amendment or release shall be obtained or the Unreleased Parent Liabilities shall otherwise become assignable or able to be novated, SpinCo shall promptly assign, or cause to be assigned, and Parent or the applicable Parent Group member shall assume, such Unreleased Parent Liabilities without exchange of further consideration.

2.6    Release of Guarantees. In furtherance of, and not in limitation of, the obligations set forth in Section 2.5:

(a)    On or prior to the Effective Time or as soon as practicable thereafter, each of Parent and SpinCo shall, at the request of the other Party and with the reasonable cooperation of such other Party and the applicable member(s) of such other Party’s Group, use commercially reasonable efforts to (i) have any member(s) of the Parent Group removed as guarantor of or obligor for any SpinCo Liability to the extent that such guarantee or obligation relates to SpinCo Liabilities, including the removal of any Security Interest on or in any Parent Asset that may serve as collateral or security for any such SpinCo Liability; and (ii) have any member(s) of the SpinCo Group removed as guarantor of or obligor for any Parent Liability to the extent that such guarantee or obligation relates to Parent Liabilities, including the removal of any Security Interest on or in any SpinCo Asset that may serve as collateral or security for any such Parent Liability.

(b)    To the extent required to obtain a release from a guarantee of:

(i)    any member of the Parent Group, SpinCo shall (or shall cause a member of the SpinCo Group to) execute a guarantee agreement in the form of the existing guarantee or such other form as is agreed to by the relevant parties to such guarantee agreement, which agreement shall include the removal of any Security Interest on or in any Parent Asset that may serve as collateral or security for any SpinCo Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (x) with which SpinCo (or any member of the SpinCo Group) would be reasonably unable to comply or (y) which SpinCo (or any member of the SpinCo Group) would not reasonably be able to avoid breaching; and

(ii)    any member of the SpinCo Group, Parent shall (or shall cause a member of the Parent Group to) execute a guarantee agreement in the form of the existing guarantee or such other form as is agreed to by the relevant parties to such guarantee agreement, which agreement shall include the removal of any Security Interest on or in any SpinCo Asset that may serve as collateral or security for any Parent Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (x) with which Parent (or any member of the Parent Group) would be reasonably unable to comply or (y) which Parent (or any member of the Parent Group) would not reasonably be able to avoid breaching.

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(c)    If Parent or SpinCo is unable to obtain, or to cause to be obtained, any such required removal or release as set forth in clauses (a) and (b) of this Section 2.6, (i) the Party or the relevant member of its Group that has assumed the Liability with respect to such guarantee shall indemnify, defend and hold harmless the guarantor or obligor against or from any Liability arising from or relating thereto in accordance with the provisions of Article IV and shall, as agent or subcontractor for such guarantor or obligor, pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder; and (ii) each of Parent and SpinCo, on behalf of itself and the other members of their respective Group, agrees not to renew or extend the term of, increase any obligations under, or transfer to a Third Party, any loan, guarantee, lease, contract or other obligation for which the other Party or a member of its Group is or may be liable, unless all obligations of such other Party and the members of such other Party’s Group with respect thereto are thereupon terminated by documentation satisfactory in form and substance to such other Party.

2.7    Termination of Agreements.

(a)    Except as set forth in Section 2.7(b), in furtherance of the releases and other provisions of Section 4.1, SpinCo and each member of the SpinCo Group, on the one hand, and Parent and each member of the Parent Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among SpinCo and/or any member of the SpinCo Group, on the one hand, and Parent and/or any member of the Parent Group, on the other hand, effective as of the Effective Time. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof which purports to survive termination) shall be of any further force or effect after the Effective Time. Each Party shall, at the reasonable request of the other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing.

(b)    The provisions of Section 2.7(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties or any of the members of their respective Groups or to be continued from and after the Effective Time); (ii) any agreements, arrangements, commitments or understandings listed or described on Schedule 2.7(b)(ii), which shall be treated as described therein; (iii) any agreements, arrangements, commitments or understandings to which any Third Party is a party; (iv) any intercompany accounts payable or accounts receivable accrued as of the Effective Time that are reflected in the books and records of the Parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.7(c); (v) any agreements, arrangements, commitments or understandings to which any non-wholly owned Subsidiary of Parent or SpinCo, as the case may be, is a party (it being understood that directors’ qualifying shares or similar interests shall be disregarded for purposes of determining whether a Subsidiary is wholly owned); and (vi) any Shared Contracts.

(c)    All of the intercompany accounts receivable and accounts payable (except for intercompany accounts arising under the Ancillary Agreements or the agreements,

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arrangements, commitments or understandings listed on Schedule 2.7(b)(ii)) between any member of the Parent Group, on the one hand, and any member of the SpinCo Group, on the other hand, shall, prior to the Effective Time, be repaid, settled or otherwise eliminated by means of cash payments, a dividend, capital contribution, a combination of the foregoing, or otherwise as determined by Parent in its sole and absolute discretion. Any such intercompany accounts that are settled after the Effective Time, but in connection with the Separation and the Distribution shall be deemed for purposes of this Agreement to have been settled as of immediately prior to the Effective Time.

2.8    Treatment of Shared Contracts.

(a)    Subject to applicable Law and without limiting the generality of the obligations set forth in Section 2.1, unless the Parties otherwise agree or the benefits of any contract, agreement, arrangement, commitment or understanding described in this Section 2.8 are expressly conveyed to the applicable Party pursuant to this Agreement or an Ancillary Agreement, any contract or agreement, a portion of which is a SpinCo Contract, but the remainder of which is a Parent Asset (any such contract or agreement, a “Shared Contract”), shall be assigned in relevant part to the applicable member(s) of the applicable Group, if so assignable, or appropriately amended prior to, on or after the Effective Time, so that each Party or the member of its Group shall, as of the Effective Time, be entitled to the rights and benefits, and shall assume the related portion of any Liabilities, inuring to its respective businesses; provided, however, that (i) in no event shall any member of any Group be required to assign (or amend) any Shared Contract in its entirety or to assign (or amend) a portion of any Shared Contract which is not assignable (or cannot be amended) by its terms (including any terms imposing consents or conditions on an assignment where such consents or conditions have not been obtained or fulfilled) and (ii) if any Shared Contract cannot be so partially assigned by its terms or otherwise, or cannot be amended, or if such assignment or amendment would impair the benefit the parties thereto derive from such Shared Contract, then the Parties shall, and shall cause each of the members of their respective Groups to, take such other reasonable and permissible actions (including by providing prompt notice to the other Party with respect to any relevant claim of Liability or other relevant matters arising in connection with a Shared Contract so as to allow such other Party the ability to exercise any applicable rights under such Shared Contract) to cause a member of the SpinCo Group or the Parent Group, as the case may be, to receive the rights and benefits of that portion of each Shared Contract that relates to the SpinCo Business or the Parent Business, as the case may be (in each case, to the extent so related), as if such Shared Contract had been assigned to a member of the applicable Group (or amended to allow a member of the applicable Group to exercise applicable rights under such Shared Contract) pursuant to this Section 2.8, and to bear the burden of the corresponding Liabilities (including any Liabilities that may arise by reason of such arrangement), as if such Liabilities had been assumed by a member of the applicable Group pursuant to this Section 2.8.

(b)    Except as otherwise required by applicable Law, as determined by Parent in its reasonable discretion, each of Parent and SpinCo shall, and shall cause the members of its Group to, (i) treat for all Tax purposes the portion of each Shared Contract inuring to its respective businesses as an Asset owned by, and/or a Liability of, as applicable, such Party, or

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the members of its Group, as applicable, not later than the Effective Time (or such earlier time as provided under a Transfer Document), and (ii) neither report nor take any Tax position (on a Tax Return or otherwise) inconsistent with such treatment.

(c)    Nothing in this Section 2.8 shall require any member of any Group to make any non-de minimis payment (except to the extent advanced, assumed or agreed in advance to be reimbursed by any member of the other Group), incur any non-de minimis obligation or grant any non-de minimis concession for the benefit of any member of any other Group in order to effect any transaction contemplated by this Section 2.8.

2.9    Bank Accounts; Cash Balances.

(a)    Each Party agrees to take, or cause the members of its Group to take, at the Effective Time (or such earlier time as the Parties may agree), all actions necessary to amend all contracts or agreements governing each bank and brokerage account owned by SpinCo or any other member of the SpinCo Group (collectively, the “SpinCo Accounts”) and all contracts or agreements governing each bank or brokerage account owned by Parent or any other member of the Parent Group (collectively, the “Parent Accounts”) so that each such SpinCo Account and Parent Account, if currently linked (whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to) to any Parent Account or SpinCo Account, respectively, is de-linked from such Parent Account or SpinCo Account, respectively.

(b)    It is intended that, following consummation of the actions contemplated by Section 2.9(a), there will be in place a cash management process pursuant to which the SpinCo Accounts will be managed and funds collected will be transferred into one (1) or more accounts maintained by SpinCo or a member of the SpinCo Group.

(c)    It is intended that, following consummation of the actions contemplated by Section 2.9(a), there will continue to be in place a cash management process pursuant to which the Parent Accounts will be managed and funds collected will be transferred into one (1) or more accounts maintained by Parent or a member of the Parent Group.

(d)    With respect to any outstanding checks issued or payments initiated by Parent, SpinCo, or any of the members of their respective Groups prior to the Effective Time, such outstanding checks and payments shall be honored following the Effective Time by the Person or Group owning the account on which the check is drawn or from which the payment was initiated, respectively.

(e)    As between Parent and SpinCo (and the members of their respective Groups), all payments made and reimbursements, credits, returns or rebates received after the Effective Time by either Party (or member of its Group) that relate to a business, Asset or Liability of the other Party (or member of its Group), shall be held by such Party in trust for the use and benefit (or the performance and obligation, in the case of a Liability) of the Party entitled thereto or obligated therefor and, promptly following receipt by such Party of any such payment or reimbursement, credit, return or rebate such Party shall pay over, or shall cause the applicable

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member of its Group to pay over to the other Party, the amount of such payment or reimbursement, credit, return or rebate without right of set-off.

2.10    Ancillary Agreements. Effective on or prior to the Effective Time, each of Parent and SpinCo will, or will cause the applicable members of their Groups to, execute and deliver all Ancillary Agreements to which it is a party.

2.11    Disclaimer of Representations and Warranties. EACH OF PARENT (ON BEHALF OF ITSELF AND EACH MEMBER OF THE PARENT GROUP) AND SPINCO (ON BEHALF OF ITSELF AND EACH MEMBER OF THE SPINCO GROUP) UNDERSTANDS AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN OR IN ANY ANCILLARY AGREEMENT, NO PARTY TO THIS AGREEMENT, ANY ANCILLARY AGREEMENT OR ANY OTHER AGREEMENT OR DOCUMENT CONTEMPLATED BY THIS AGREEMENT, ANY ANCILLARY AGREEMENT OR OTHERWISE, IS REPRESENTING OR WARRANTING IN ANY WAY AS TO: (A) THE ASSETS, BUSINESSES OR LIABILITIES TRANSFERRED OR ASSUMED AS CONTEMPLATED HEREBY OR THEREBY, (B) ANY CONSENTS OR APPROVALS REQUIRED IN CONNECTION HEREWITH OR THEREWITH, (C) THE VALUE OR FREEDOM FROM ANY SECURITY INTERESTS OF, OR ANY OTHER MATTER CONCERNING, ANY ASSETS OF SUCH PARTY, (D) THE ABSENCE OF ANY DEFENSES OR RIGHT OF SETOFF OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY CLAIM OR OTHER ASSET, INCLUDING ANY ACCOUNTS RECEIVABLE, OF ANY PARTY, OR (E) THE LEGAL SUFFICIENCY OF ANY ASSIGNMENT, DOCUMENT OR INSTRUMENT DELIVERED HEREUNDER OR THEREUNDER TO CONVEY TITLE TO ANY ASSET OR THING OF VALUE UPON THE EXECUTION, DELIVERY AND FILING HEREOF OR THEREOF. EXCEPT AS MAY EXPRESSLY BE SET FORTH HEREIN OR IN ANY ANCILLARY AGREEMENT, ALL SUCH ASSETS ARE BEING TRANSFERRED ON AN “AS IS,” “WHERE IS” BASIS (AND, IN THE CASE OF ANY REAL PROPERTY, BY MEANS OF A QUITCLAIM OR SIMILAR FORM OF DEED OR CONVEYANCE) AND THE RESPECTIVE TRANSFEREES SHALL BEAR THE ECONOMIC AND LEGAL RISKS THAT (I) ANY CONVEYANCE WILL PROVE TO BE INSUFFICIENT TO VEST IN THE TRANSFEREE GOOD AND MARKETABLE TITLE, FREE AND CLEAR OF ANY SECURITY INTEREST, AND (II) ANY NECESSARY APPROVALS OR NOTIFICATIONS ARE NOT OBTAINED OR MADE OR THAT ANY REQUIREMENTS OF LAWS OR JUDGMENTS ARE NOT COMPLIED WITH.

2.12    SpinCo Financing Arrangements; SpinCo Debt Incurrence.

(a)    Prior to the Effective Time, and in accordance with the Plan of Reorganization, (i) SpinCo and/or other members of the SpinCo Group will enter into one or more financing arrangements and agreements (the “SpinCo Financing Arrangements”), pursuant to which it or they shall borrow prior to the Effective Time a principal amount of not less than $[●] (the “SpinCo Debt”) and (ii) the proceeds of the SpinCo Debt shall be transferred as provided in the Plan of Reorganization (the “Cash Transfer”). Parent and SpinCo agree to take, and shall cause the members of their respective Group to take, all necessary actions to assure the

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full release and discharge of Parent and the other members of the Parent Group from all liabilities and other obligations pursuant to the SpinCo Financing Arrangements as of no later than the Effective Time. The Parties agree that SpinCo or another member of the SpinCo Group, as the case may be, and not Parent or any member of the Parent Group, are and shall be responsible for all costs and expenses incurred in connection with the SpinCo Financing Arrangements.

(b)    Prior to the Effective Time, Parent and SpinCo shall cooperate in the preparation of all materials as may be necessary or advisable to execute the SpinCo Financing Arrangements.

2.13    Financial Information Certifications. Parent’s disclosure controls and procedures and internal control over financial reporting (as each is contemplated by the Exchange Act) are currently applicable to SpinCo as its Subsidiary. In order to enable the principal executive officer and principal financial officer of SpinCo to make the certifications required of them under Section 302 of the Sarbanes-Oxley Act of 2002 following the Distribution in respect of any quarterly or annual fiscal period of SpinCo that begins on or prior to the Distribution Date in respect of which financial statements are not included in the Form 10 (a “Straddle Period”), Parent, on or before the date that is ten (10) days prior to the latest date on which SpinCo may file the periodic report pursuant to Section 13 of the Exchange Act for any such Straddle Period (not taking into account any possible extensions), shall provide SpinCo with one (1) or more certifications with respect to such disclosure controls and procedures and the effectiveness thereof and whether there were any changes in the internal controls over financial reporting that have materially affected or are reasonably likely to materially affect the internal control over financial reporting, which certification(s) shall (a) be with respect to the applicable Straddle Period (it being understood that no certification need be provided with respect to any period or portion of any period after the Distribution Date) and (b) be in substantially the same form as those that had been provided by officers or employees of Parent in similar certifications delivered prior to the Distribution Date, with such changes thereto as Parent may reasonably determine. Such certification(s) shall be provided by Parent (and not by any officer or employee in their individual capacity).

ARTICLE III

THE DISTRIBUTION

3.1    Sole and Absolute Discretion; Cooperation.

(a)    Parent shall, in its sole and absolute discretion, determine the terms of the Distribution, including the form, structure and terms of any transaction(s) and/or offering(s) to effect the Distribution and the timing and conditions to the consummation of the Distribution. In addition, Parent may, at any time and from time to time until the consummation of the Distribution, modify or change the terms of the Distribution, including by accelerating or delaying the timing of the consummation of all or part of the Distribution. Nothing shall in any way limit Parent’s right to terminate this Agreement or the Distribution as set forth in Article IX or alter the consequences of any such termination from those specified in Article IX.

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(b)    SpinCo shall cooperate with Parent to accomplish the Distribution and shall, at Parent’s direction, promptly take any and all actions necessary or desirable to effect the Distribution, including in respect of the registration under the Exchange Act of SpinCo Shares on the Form 10. Parent shall select any investment bank or manager in connection with the Distribution, as well as any financial printer, solicitation and/or exchange agent and financial, legal, accounting and other advisors for Parent. SpinCo and Parent, as the case may be, will provide to the Distribution Agent any information required in order to complete the Distribution.

3.2    Actions Prior to the Distribution. Prior to the Effective Time and subject to the terms and conditions set forth herein, the Parties shall take, or cause to be taken, the following actions in connection with the Distribution:

(a)    Notice to NYSE. Parent shall, to the extent possible, give the NYSE not less than ten (10) days’ advance notice of the Record Date in compliance with Rule 10b-17 under the Exchange Act.

(b)    SpinCo Certificate of Incorporation and SpinCo Bylaws. On or prior to the Distribution Date, Parent and SpinCo shall take all necessary actions so that, as of the Effective Time, the SpinCo Certificate of Incorporation and the SpinCo Bylaws shall become the certificate of incorporation and bylaws of SpinCo, respectively.

(c)    SpinCo Directors and Officers. On or prior to the Distribution Date, Parent and SpinCo shall take all necessary actions so that as of the Effective Time: (i) the directors and executive officers of SpinCo shall be those set forth in the Information Statement made available to the Record Holders prior to the Distribution Date, unless otherwise agreed by the Parties; (ii) each individual referred to in clause (i) shall have resigned from his or her position, if any, as a member of the Parent Board and/or as an executive officer of Parent; and (iii) SpinCo shall have such other officers as SpinCo shall appoint.

(d)    NYSE Listing. SpinCo shall prepare and file, and shall use its reasonable best efforts to have approved, an application for the listing of the SpinCo Shares to be distributed in the Distribution on the NYSE, subject to official notice of distribution.

(e)    Securities Law Matters. SpinCo shall file any amendments or supplements to the Form 10 as may be necessary or advisable in order to cause the Form 10 to become and remain effective as required by the SEC or federal, state or other applicable securities Laws. Parent and SpinCo shall cooperate in preparing, filing with the SEC and causing to become effective registration statements or amendments thereof that are required to reflect the establishment of, or amendments to, any employee benefit and other plans necessary or advisable in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. Parent and SpinCo will prepare, and SpinCo will, to the extent required under applicable Law, file with the SEC any such documentation and any requisite no-action letters that Parent determines are necessary or desirable to effectuate the Distribution, and Parent and SpinCo shall each use its reasonable best efforts to obtain all necessary approvals from the SEC with respect thereto as soon as practicable. Parent and SpinCo shall take all such action as

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may be necessary or appropriate under the securities or blue sky Laws of the United States (and any comparable Laws under any foreign jurisdiction) in connection with the Distribution.

(f)    Availability of Information Statement. Parent shall, as soon as is reasonably practicable after the Form 10 is declared effective under the Exchange Act and the Parent Board has approved the Distribution, cause the Information Statement to be made available to the Record Holders.

(g)    The Distribution Agent. Parent shall enter into a distribution agent agreement with the Distribution Agent or otherwise provide instructions to the Distribution Agent regarding the Distribution.

(h)    Stock-Based Employee Benefit Plans. Parent and SpinCo shall take all actions as may be necessary to approve the grants of adjusted equity awards by Parent (in respect of Parent Shares) and SpinCo (in respect of SpinCo Shares) in connection with the Distribution in order to satisfy the requirements of Rule 16b-3 under the Exchange Act.

3.3    Conditions to the Distribution.

(a)    The consummation of the Distribution will be subject to the satisfaction, or waiver by Parent in its sole and absolute discretion, of the following conditions:

(i)    the SEC shall have declared effective the Form 10; no order suspending the effectiveness of the Form 10 shall be in effect; and no proceedings for such purposes shall have been instituted or threatened by the SEC;

(ii)    the Information Statement shall have been made available to the Record Holders;

(iii)    Parent shall have received the IRS Ruling, satisfactory to the Parent Board, regarding certain U.S. federal income tax matters, and such IRS Ruling shall not have been revoked or modified in any material respect;

(iv)    Parent shall have received one or more opinions from its tax advisors in connection with the transactions contemplated by this Agreement, in each case satisfactory to the Parent Board, regarding certain U.S. federal income tax matters;

(v)    an independent appraisal firm acceptable to Parent shall have delivered one (1) or more opinions to the Parent Board confirming the solvency and financial viability of Parent prior to the Distribution and of Parent and SpinCo after consummation of the Distribution, and such opinions shall be acceptable to Parent in form and substance in Parent’s sole discretion and such opinions shall not have been withdrawn or rescinded;

(vi)    the transfer of the SpinCo Assets (other than any Delayed SpinCo Asset) and SpinCo Liabilities (other than any Delayed SpinCo Liability) contemplated to be transferred from Parent (or the applicable members of its Group) to SpinCo on or prior

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to the Distribution shall have occurred as contemplated by Section 2.1, and the transfer of the Parent Assets (other than any Delayed Parent Asset) and Parent Liabilities (other than any Delayed Parent Liability) contemplated to be transferred from SpinCo to Parent (or the applicable members of its Group) on or prior to the Distribution Date shall have occurred as contemplated by Section 2.1, in each case pursuant to the Plan of Reorganization;

(vii)    the actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and the rules and regulations thereunder shall have been taken or made, and, where applicable, have become effective or been accepted by the applicable Governmental Authority;

(viii)    each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto;

(ix)    no order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto shall be pending or in effect;

(x)    the SpinCo Shares to be distributed to the Parent stockholders in the Distribution shall have been accepted for listing on the NYSE, subject to official notice of distribution;

(xi)    SpinCo shall have consummated the SpinCo Financing Arrangements and one or more members of the Parent Group shall have received the proceeds from the Cash Transfer. Parent shall be satisfied in its sole and absolute discretion that, as of the Effective Time, it shall have no Liability whatsoever under the SpinCo Financing Arrangements; and

(xii)    no other events or developments shall exist or shall have occurred that, in the judgment of the Parent Board, in its sole and absolute discretion, makes it inadvisable to effect the Separation, the Distribution or the transactions contemplated by this Agreement or any Ancillary Agreement.

(b)    The foregoing conditions are for the sole benefit of Parent and shall not give rise to or create any duty on the part of Parent or the Parent Board to waive or not waive any such condition or in any way limit Parent’s right to terminate this Agreement as set forth in Article IX or alter the consequences of any such termination from those specified in Article IX. Any determination made by the Parent Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in Section 3.3(a) shall be conclusive and binding on the Parties. If Parent waives any material condition, it shall promptly issue a press release disclosing such fact and file a Current Report on Form 8-K with the SEC describing such waiver.

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3.4    The Distribution.

(a)    Subject to Section 3.3, on or prior to the Effective Time, SpinCo shall deliver to the Distribution Agent, for the benefit of the Record Holders, book-entry transfer authorizations for such number of the outstanding SpinCo Shares as is necessary to effect the Distribution, and shall cause the transfer agent for the Parent Shares to instruct the Distribution Agent to distribute at the Effective Time the appropriate number of SpinCo Shares to each such holder or designated transferee or transferees of such holder by way of direct registration in book-entry form. SpinCo will not issue paper stock certificates in respect of the SpinCo Shares. The Distribution shall be effective at the Effective Time.

(b)    Subject to Sections 3.3 and 3.4(c), each Record Holder shall be entitled to receive in the Distribution a number of whole SpinCo Shares equal to the number of Parent Shares held by such Record Holder on the Record Date multiplied by the Distribution Ratio, rounded down to the nearest whole number.

(c)    No fractional shares shall be distributed or credited to book-entry accounts in connection with the Distribution, and any such fractional share interests to which a Record Holder would otherwise be entitled shall not entitle such Record Holder to vote or to any other rights as a stockholder of SpinCo. In lieu of retaining any such fractional shares, each Record Holder who, but for the provisions of this Section 3.4(c), would be entitled to a fractional share interest of a SpinCo Share pursuant to the Distribution, shall be paid cash, without any interest thereon, as hereinafter provided. As soon as practicable after the Effective Time, Parent shall direct the Distribution Agent to determine the number of whole and fractional SpinCo Shares allocable to each Record Holder, to aggregate all such fractional shares into whole shares, and to sell the whole shares obtained thereby in the open market at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to fractional share interests (with the Distribution Agent, in its sole and absolute discretion, determining when, how and through which broker-dealer and at what price to make such sales), and to cause to be distributed to each such Record Holder, in lieu of any fractional share, such Record Holder’s ratable share of the total proceeds of such sale, after deducting any Taxes required to be withheld and applicable transfer Taxes, and after deducting the costs and expenses of such sale and distribution, including brokers fees and commissions. None of Parent, SpinCo or the Distribution Agent will be required to guarantee any minimum sale price for the fractional SpinCo Shares sold in accordance with this Section 3.4(c). Neither Parent nor SpinCo will be required to pay any interest on the proceeds from the sale of fractional shares. Neither the Distribution Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Parent or SpinCo. Solely for purposes of computing fractional share interests pursuant to this Section 3.4(c) and Section 3.4(d), the beneficial owner of Parent Shares held of record in the name of a nominee in any nominee account shall be treated as the Record Holder with respect to such shares.

(d)    Any SpinCo Shares or cash in lieu of fractional shares with respect to SpinCo Shares that remain unclaimed by any Record Holder one hundred eighty (180) days after the Distribution Date shall be delivered to SpinCo, and SpinCo or its transfer agent on its behalf

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shall hold such SpinCo Shares and cash for the account of such Record Holder, and the Parties agree that all obligations to provide such SpinCo Shares and cash, if any, in lieu of fractional share interests shall be obligations of SpinCo, subject in each case to applicable escheat or other abandoned property Laws, and Parent shall have no Liability with respect thereto.

(e)    Until the SpinCo Shares are duly transferred in accordance with this Section 3.4 and applicable Law, from and after the Effective Time, SpinCo will regard the Persons entitled to receive such SpinCo Shares as record holders of SpinCo Shares in accordance with the terms of the Distribution without requiring any action on the part of such Persons. SpinCo agrees that, subject to any transfers of such shares, from and after the Effective Time, (i) each such holder shall be entitled to receive all dividends, if any, payable on, and exercise voting rights and all other rights and privileges with respect to, the SpinCo Shares then held by such holder, and (ii) each such holder shall be entitled, without any action on the part of such holder, to receive evidence of ownership of the SpinCo Shares then held by such holder.

ARTICLE IV

MUTUAL RELEASES; INDEMNIFICATION

4.1    Release of Pre-Distribution Claims.

(a)    SpinCo Release of Parent. Except as provided in Sections 4.1(c) and 4.1(d), effective as of the Effective Time, SpinCo does hereby, for itself and each other member of the SpinCo Group, and their respective successors and assigns, and, to the extent permitted by Law, all Persons who at any time prior to the Effective Time have been stockholders, directors, officers, agents or employees of any member of the SpinCo Group (in each case, in their respective capacities as such), remise, release and forever discharge (i) Parent and the members of the Parent Group, and their respective successors and assigns, (ii) all Persons who at any time prior to the Effective Time have been stockholders, directors, officers, agents or employees of any member of the Parent Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, and (iii) all Persons who at any time prior to the Effective Time are or have been stockholders, directors, officers, agents or employees of any member of the SpinCo Group and who are not, as of immediately following the Effective Time, directors, officers or employees of SpinCo or a member of the SpinCo Group, in each case from: (A) all SpinCo Liabilities, (B) all Liabilities arising from or in connection with the transactions and all other activities to implement the Separation and the Distribution and (C) all Liabilities arising from or in connection with actions, inactions, events, omissions, conditions, facts or circumstances occurring or existing prior to the Effective Time (whether or not such Liabilities cease being contingent, mature, become known, are asserted or foreseen, or accrue, in each case before, at or after the Effective Time), in each case to the extent relating to, arising out of or resulting from the SpinCo Business, the SpinCo Assets or the SpinCo Liabilities.

(b)    Parent Release of SpinCo. Except as provided in Sections 4.1(c) and 4.1(d), effective as of the Effective Time, Parent does hereby, for itself and each other member of the Parent Group, and their respective successors and assigns, and, to the extent permitted by Law, all Persons who at any time prior to the Effective Time have been stockholders, directors,

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officers, agents or employees of any member of the Parent Group (in each case, in their respective capacities as such), remise, release and forever discharge (i) SpinCo and the members of the SpinCo Group and their respective successors and assigns, and (ii) all Persons who at any time prior to the Effective Time have been stockholders, directors, officers, agents or employees of any member of the SpinCo Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, in each case from: (A) all Parent Liabilities, (B) all Liabilities arising from or in connection with the transactions and all other activities to implement the Separation and the Distribution and (C) all Liabilities arising from or in connection with actions, inactions, events, omissions, conditions, facts or circumstances occurring or existing prior to the Effective Time (whether or not such Liabilities cease being contingent, mature, become known, are asserted or foreseen, or accrue, in each case before, at or after the Effective Time), in each case to the extent relating to, arising out of or resulting from the Parent Business, the Parent Assets or the Parent Liabilities.

(c)    Obligations Not Affected. Nothing contained in Section 4.1(a) or 4.1(b) shall impair any right of any Person to enforce this Agreement, any Ancillary Agreement or any agreements, arrangements, commitments or understandings that are specified in Section 2.7(b) as not to terminate as of the Effective Time, in each case in accordance with its terms. Nothing contained in Section 4.1(a) or 4.1(b) shall release any Person from:

(i)    any Liability provided in or resulting from any agreement among any members of the Parent Group or any members of the SpinCo Group that is specified in Section 2.7(b) as not to terminate as of the Effective Time, or any other Liability specified in Section 2.7(b) as not to terminate as of the Effective Time;

(ii)    any Liability, contingent or otherwise, assumed, transferred, assigned or allocated to the Group of which such Person is a member in accordance with, or any other Liability of any member of any Group under, this Agreement or any Ancillary Agreement;

(iii)    any Liability for the sale, lease, construction or receipt of goods, property or services purchased, obtained or used in the ordinary course of business by a member of one Group from a member of the other Group prior to the Effective Time;

(iv)    any Liability provided in or resulting from any other contract or agreement that is entered into after the Effective Time between one Party (or a member of such Party’s Group), on the one hand, and the other Party (or a member of such Party’s Group), on the other hand;

(v)    any Liability that the Parties may have with respect to indemnification or contribution or other obligation pursuant to this Agreement, any Ancillary Agreement or otherwise for claims brought against the Parties by Third Parties, which Liability shall be governed by the provisions of this Article IV and Article V and, if applicable, the appropriate provisions of the Ancillary Agreements; or

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(vi)    any Liability the release of which would result in the release of any Person other than a Person released pursuant to this Section 4.1.

In addition, nothing contained in Section 4.1(a) shall release any member of the Parent Group from honoring its existing obligations to indemnify any director, officer or employee of SpinCo who was a director, officer or employee of any member of the Parent Group on or prior to the Effective Time, to the extent such director, officer or employee becomes a named defendant in any Action with respect to which such director, officer or employee was entitled to such indemnification pursuant to such existing obligations; it being understood that, if any portion of the underlying obligation giving rise to such Action is a SpinCo Liability, SpinCo shall indemnify Parent for such portion of such Liability (including Parent’s costs to indemnify the director, officer or employee) in accordance with the provisions set forth in this Article IV.

(d)    No Claims. SpinCo shall not make, and shall not permit any other member of the SpinCo Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against Parent or any other member of the Parent Group, or any other Person released pursuant to Section 4.1(a), with respect to any Liabilities released pursuant to Section 4.1(a). Parent shall not make, and shall not permit any other member of the Parent Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against SpinCo or any other member of the SpinCo Group, or any other Person released pursuant to Section 4.1(b), with respect to any Liabilities released pursuant to Section 4.1(b).

(e)    Execution of Further Releases. At any time at or after the Effective Time, at the request of either Party, the other Party shall cause each member of its respective Group to execute and deliver releases reflecting the provisions of this Section 4.1.

4.2    Indemnification by SpinCo. Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement, to the fullest extent permitted by Law, SpinCo shall, and shall cause the other members of the SpinCo Group to, indemnify, defend and hold harmless Parent, each member of the Parent Group and each of their respective past, present and future directors, officers, employees and agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “Parent Indemnitees”), from and against any and all Liabilities of the Parent Indemnitees relating to, arising out of or resulting from, directly or indirectly, any of the following items (without duplication):

(a)    any SpinCo Liability;

(b)    any failure of SpinCo, any other member of the SpinCo Group or any other Person to pay, perform or otherwise promptly discharge any SpinCo Liabilities in accordance with their terms, whether prior to, on or after the Effective Time;

(c)    any breach by SpinCo or any other member of the SpinCo Group of this Agreement or any of the Ancillary Agreements;

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(d)    except to the extent it relates to a Parent Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any member of the SpinCo Group by any member of the Parent Group that survives following the Distribution; and

(e)    any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to all information contained in the Form 10, the Information Statement (as amended or supplemented if SpinCo shall have furnished any amendments or supplements thereto) or any other Disclosure Document, other than the matters described in Section 4.3(e).

4.3    Indemnification by Parent. Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement, to the fullest extent permitted by Law, Parent shall, and shall cause the other members of the Parent Group to, indemnify, defend and hold harmless SpinCo, each member of the SpinCo Group and each of their respective past, present and future directors, officers, employees or agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “SpinCo Indemnitees”), from and against any and all Liabilities of the SpinCo Indemnitees relating to, arising out of or resulting from, directly or indirectly, any of the following items (without duplication):

(a)    any Parent Liability;

(b)    any failure of Parent, any other member of the Parent Group or any other Person to pay, perform or otherwise promptly discharge any Parent Liabilities in accordance with their terms, whether prior to, on or after the Effective Time;

(c)    any breach by Parent or any other member of the Parent Group of this Agreement or any of the Ancillary Agreements;

(d)    except to the extent it relates to a SpinCo Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any member of the Parent Group by any member of the SpinCo Group that survives following the Distribution; and

(e)    any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to statements made explicitly in Parent’s name in the Form 10, the Information Statement (as amended or supplemented if SpinCo shall have furnished any amendments or supplements thereto) or any other Disclosure Document; it being agreed that the statements set forth on Schedule 4.3(e) shall be the only statements made explicitly in Parent’s name in the Form 10, the Information Statement or any other Disclosure Document, and all other information contained in the Form 10, the Information Statement or any other Disclosure Document shall be deemed to be information supplied by SpinCo.

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4.4    Indemnification Obligations Net of Insurance Proceeds and Other Amounts.

(a)    The Parties intend that any Liability subject to indemnification, contribution or reimbursement pursuant to this Article IV or Article V shall be net of Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of any indemnifiable Liability. Accordingly, the amount which either Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) shall be reduced by any Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of the related Liability. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such Liability, then within ten (10) days of receipt of such Insurance Proceeds, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made.

(b)    The Parties agree that an insurer that would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of any provision contained in this Agreement or any Ancillary Agreement, have any subrogation rights with respect thereto, it being understood that no insurer or any other Third Party shall be entitled to a “windfall” (i.e., a benefit they would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification and contribution provisions hereof. Each Party shall, and shall cause the members of its Group to, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) to collect or recover any Insurance Proceeds that may be collectible or recoverable respecting the Liabilities for which indemnification or contribution may be available under this Article IV. Notwithstanding the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Action to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any Insurance Proceeds prior to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary Agreement.

4.5    Procedures for Indemnification of Third-Party Claims.

(a)    Notice of Claims. If, at or following the Effective Time, an Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of the Parent Group or the SpinCo Group of any claim or of the commencement by any such Person of any Action (collectively, a “Third-Party Claim”) with

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respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 4.2 or 4.3, or any other Section of this Agreement or any Ancillary Agreement, such Indemnitee shall give such Indemnifying Party written notice thereof as soon as practicable, but in any event within fourteen (14) days (or sooner if the nature of the Third-Party Claim so requires) after becoming aware of such Third-Party Claim. Any such notice shall describe the Third-Party Claim in reasonable detail, including the facts and circumstances giving rise to such claim for indemnification, and include copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third-Party Claim. Notwithstanding the foregoing, the failure of an Indemnitee to provide notice in accordance with this Section 4.5(a) shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement, except to the extent to which the Indemnifying Party is actually prejudiced by the Indemnitee’s failure to provide notice in accordance with this Section 4.5(a).

(b)    Control of Defense. An Indemnifying Party may elect to defend (and seek to settle or compromise), at its own expense and with its own counsel, any Third-Party Claim; provided that, prior to the Indemnifying Party assuming and controlling the defense of such Third-Party Claim, it shall first confirm to the Indemnitee in writing that, assuming the facts presented to the Indemnifying Party by the Indemnitee are true, the Indemnifying Party shall indemnify the Indemnitee for any such damages to the extent resulting from, or arising out of, such Third-Party Claim. Notwithstanding the foregoing, if the Indemnifying Party assumes such defense and, in the course of defending such Third-Party Claim, (i) the Indemnifying Party discovers that the facts presented at the time the Indemnifying Party acknowledged its indemnification obligation in respect of such Third-Party Claim were not true in all material respects and (ii) such untruth provides a reasonable basis for asserting that the Indemnifying Party does not have an indemnification obligation in respect of such Third-Party Claim, then (A) the Indemnifying Party shall not be bound by such acknowledgment, (B) the Indemnifying Party shall promptly thereafter provide the Indemnitee written notice of its assertion that it does not have an indemnification obligation in respect of such Third-Party Claim and (C) the Indemnitee shall have the right to assume the defense of such Third-Party Claim. Within thirty (30) days after the receipt of a notice from an Indemnitee in accordance with Section 4.5(a) (or sooner, if the nature of the Third-Party Claim so requires), the Indemnifying Party shall provide written notice to the Indemnitee indicating whether the Indemnifying Party shall assume responsibility for defending the Third-Party Claim and specifying any reservations or exceptions to its defense. If an Indemnifying Party elects not to assume responsibility for defending any Third-Party Claim or fails to notify an Indemnitee of its election within thirty (30) days after receipt of the notice from an Indemnitee as provided in Section 4.5(a), then the Indemnitee that is the subject of such Third-Party Claim shall be entitled to continue to conduct and control the defense of such Third-Party Claim.

(c)    Allocation of Defense Costs. If an Indemnifying Party has elected to assume the defense of a Third-Party Claim, then such Indemnifying Party shall be solely liable for all fees and expenses incurred by it in connection with the defense of such Third-Party Claim and shall not be entitled to seek any indemnification or reimbursement from the Indemnitee for any such fees or expenses incurred by the Indemnifying Party during the course of the defense of such Third-Party Claim by such Indemnifying Party, regardless of any subsequent decision by

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the Indemnifying Party to reject or otherwise abandon its assumption of such defense. If an Indemnifying Party elects not to assume responsibility for defending any Third-Party Claim or fails to notify an Indemnitee of its election within thirty (30) days after receipt of a notice from an Indemnitee as provided in Section 4.5(a), and the Indemnitee conducts and controls the defense of such Third-Party Claim and the Indemnifying Party has an indemnification obligation with respect to such Third-Party Claim, then the Indemnifying Party shall be liable for all reasonable and documented fees and expenses incurred by the Indemnitee in connection with the defense of such Third-Party Claim.

(d)    Right to Monitor and Participate. An Indemnitee that does not conduct and control the defense of any Third-Party Claim, or an Indemnifying Party that does not elect to defend any Third-Party Claim as contemplated hereby, nevertheless shall have the right to employ separate counsel (including local counsel as necessary) of its own choosing to monitor and participate in (but not control) the defense of any Third-Party Claim for which it is a potential Indemnitee or Indemnifying Party, but the fees and expenses of such counsel shall be at the expense of such Indemnitee or Indemnifying Party, as the case may be, and the provisions of Section 4.5(c) shall not apply to such fees and expenses. Notwithstanding the foregoing, but subject to Sections 6.7 and 6.8, such Party shall cooperate with the Party entitled to conduct and control the defense of such Third-Party Claim in such defense and make available to the controlling Party, at the non-controlling Party’s expense, all witnesses, information and materials in such Party’s possession or under such Party’s control relating thereto as are reasonably required by the controlling Party. In addition to the foregoing, if outside legal counsel to the Indemnitee reasonably determines in good faith that such Indemnitee and the Indemnifying Party have actual or potential differing defenses or conflicts of interest between them that make joint representation inappropriate, then the Indemnitee shall have the right to employ separate counsel (including local counsel as necessary) and to participate in (but not control) the defense, compromise, or settlement thereof, and in such case the Indemnifying Party shall bear the reasonable and documented fees and expenses of such counsel for all Indemnitees.

(e)    No Settlement. Neither Party may settle or compromise any Third-Party Claim for which either Party is seeking to be indemnified hereunder without the prior written consent of the other Party, which consent may not be unreasonably withheld, unless such settlement or compromise is solely for monetary damages that are fully payable by the settling or compromising Party, does not involve any admission, finding or determination of wrongdoing or violation of Law by the other Party and provides for a full, unconditional and irrevocable release of the other Party from all Liability in connection with the Third-Party Claim. The Parties hereby agree that if a Party delivers the other Party a written notice containing a proposal to settle or compromise a Third-Party Claim for which either Party is seeking to be indemnified hereunder and the Party receiving such proposal does not respond in any manner to the Party presenting such proposal within ten (10) business days (or within any such shorter time period that may be required by applicable Law or court order) of receipt of such proposal, then the Party receiving such proposal shall be deemed to have consented to the terms of such proposal.

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4.6    Additional Matters.

(a)    Timing of Payments. Indemnification or contribution payments in respect of any Liabilities for which an Indemnitee is entitled to indemnification or contribution under this Article IV shall be paid reasonably promptly (but in any event within thirty (30) days of the final determination of the amount that the Indemnitee is entitled to indemnification or contribution under this Article IV) by the Indemnifying Party to the Indemnitee as such Liabilities are incurred upon demand by the Indemnitee, including reasonably satisfactory documentation setting forth the basis for the amount of such indemnification or contribution payment, including documentation with respect to calculations made and consideration of any Insurance Proceeds that actually reduce the amount of such Liabilities. The indemnity and contribution provisions contained in this Article IV shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnitee and (ii) the knowledge by the Indemnitee of Liabilities for which it might be entitled to indemnification hereunder.

(b)    Notice of Direct Claims. Any claim for indemnification or contribution under this Agreement or any Ancillary Agreement that does not result from a Third-Party Claim shall be asserted by written notice given by the Indemnitee to the applicable Indemnifying Party; provided that the failure by an Indemnitee to so assert any such claim shall not prejudice the ability of the Indemnitee to do so at a later time, except to the extent (if any) that the Indemnifying Party is actually prejudiced thereby. Such Indemnifying Party shall have a period of thirty (30) days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within such thirty (30)-day period, such specified claim shall be conclusively deemed a Liability of the Indemnifying Party under this Section 4.6(b) or, in the case of any written notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of the claim (or such portion thereof) becomes finally determined. If such Indemnifying Party does not respond within such thirty (30)-day period or rejects such claim in whole or in part, such Indemnitee shall, subject to the provisions of Article VII, be free to pursue such remedies as may be available to such party as contemplated by this Agreement and the Ancillary Agreements, as applicable, without prejudice to its continuing rights to pursue indemnification or contribution hereunder.

(c)    Pursuit of Claims Against Third Parties. If (i) a Party incurs any Liability arising out of this Agreement or any Ancillary Agreement; (ii) an adequate legal or equitable remedy is not available for any reason against the other Party to satisfy the Liability incurred by the incurring Party; and (iii) a legal or equitable remedy may be available to the other Party against a Third Party for such Liability, then the other Party shall use its commercially reasonable efforts to cooperate with the incurring Party, at the incurring Party’s expense, to permit the incurring Party to obtain the benefits of such legal or equitable remedy against the Third Party.

(d)    Subrogation. In the event of payment by or on behalf of any Indemnifying Party to any Indemnitee in connection with any Third-Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnitee as to any events or

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circumstances in respect of which such Indemnitee may have any right, defense or claim relating to such Third-Party Claim against any claimant or plaintiff asserting such Third-Party Claim or against any other Person. Such Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim.

(e)    Substitution. In the event of an Action in which the Indemnifying Party is not a named defendant, if either the Indemnitee or Indemnifying Party shall so request, the Parties shall endeavor to substitute the Indemnifying Party for the named defendant. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Action as set forth in Section 4.5 and this Section 4.6, and the Indemnifying Party shall fully indemnify the named defendant against all reasonable costs of defending the Action (including court costs, sanctions imposed by a court, attorneys’ fees, experts fees and all other external expenses), the costs of any judgment or settlement and the cost of any interest or penalties relating to any judgment or settlement.

4.7    Right of Contribution.

(a)    Contribution. If any right of indemnification contained in Section 4.2 or Section 4.3 is held unenforceable or is unavailable for any reason, or is insufficient to hold harmless an Indemnitee in respect of any Liability for which such Indemnitee is entitled to indemnification hereunder, then the Indemnifying Party shall contribute to the amounts paid or payable by the Indemnitees as a result of such Liability (or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and the members of its Group, on the one hand, and the Indemnitees entitled to contribution, on the other hand, as well as any other relevant equitable considerations.

(b)    Allocation of Relative Fault. Solely for purposes of determining relative fault pursuant to this Section 4.7: (i) any fault associated with the business conducted with the Delayed SpinCo Assets or Delayed SpinCo Liabilities (except for the gross negligence or intentional misconduct of a member of the Parent Group) or with the ownership, operation or activities of the SpinCo Business prior to the Effective Time shall be deemed to be the fault of SpinCo and the other members of the SpinCo Group, and no such fault shall be deemed to be the fault of Parent or any other member of the Parent Group; (ii) any fault associated with the business conducted with Delayed Parent Assets or Delayed Parent Liabilities (except for the gross negligence or intentional misconduct of a member of the SpinCo Group) shall be deemed to be the fault of Parent and the other members of the Parent Group, and no such fault shall be deemed to be the fault of SpinCo or any other member of the SpinCo Group; and (iii) any fault associated with the ownership, operation or activities of the Parent Business prior to the Effective Time shall be deemed to be the fault of Parent and the other members of the Parent Group, and no such fault shall be deemed to be the fault of SpinCo or any other member of the SpinCo Group.

4.8    Covenant Not to Sue. Each Party hereby covenants and agrees that none of it, the members of such Party’s Group or any Person claiming through it shall bring suit or otherwise assert any claim against any Indemnitee, or assert a defense against any claim asserted

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by any Indemnitee, before any court, arbitrator, mediator or administrative agency anywhere in the world, alleging that: (a) the assumption of any SpinCo Liabilities by SpinCo or a member of the SpinCo Group on the terms and conditions set forth in this Agreement and the Ancillary Agreements is void or unenforceable for any reason; (b) the retention of any Parent Liabilities by Parent or a member of the Parent Group on the terms and conditions set forth in this Agreement and the Ancillary Agreements is void or unenforceable for any reason; or (c) the provisions of this Article IV are void or unenforceable for any reason.

4.9    Remedies Cumulative. The remedies provided in this Article IV shall be cumulative and, subject to the provisions of Article VIII, shall not preclude assertion by any Indemnitee of any other rights or the seeking of any and all other remedies against any Indemnifying Party.

4.10    Survival of Indemnities. The rights and obligations of each of Parent and SpinCo and their respective Indemnitees under this Article IV shall survive (a) the sale or other transfer by either Party or any member of its Group of any assets or businesses or the assignment by it of any Liabilities; or (b) any merger, consolidation, business combination, sale of all or substantially all of its Assets, restructuring, recapitalization, reorganization or similar transaction involving either Party or any of the members of its Group.

4.11    Tax Matters Agreement Coordination. The above provisions of Section 4.2 through Section 4.10 shall not apply to Taxes. It is understood and agreed that Taxes and Tax matters, including the control of Tax-related proceedings, shall be governed by the Tax Matters Agreement. In the case of any conflict or inconsistency between this Agreement and the Tax Matters Agreement in relation to any matters addressed by the Tax Matters Agreement, the Tax Matters Agreement shall prevail.

ARTICLE V

CERTAIN OTHER MATTERS

5.1    Insurance Matters.

(a)    Parent and SpinCo agree to cooperate in good faith to provide for an orderly transition of insurance coverage from the date hereof through the Effective Time. In no event shall Parent, any other member of the Parent Group or any Parent Indemnitee have Liability or obligation whatsoever to any member of the SpinCo Group in the event that any (i) insurance policy or insurance policy related contract shall be terminated or otherwise cease to be in effect for any reason, shall be unavailable or inadequate to cover any Liability of any member of the SpinCo Group for any reason whatsoever or shall be cancelled, not renewed or not extended beyond the current expiration date or (ii) any insurer declines, denies, delays or obstructs any claim payment.

(b)    Except with respect to the policies provided on Schedule 5.1(b) (collectively, the “Covered Policies”), from and after the Effective Time, SpinCo, any member of the SpinCo Group or any of their respective employees (including former or inactive employees) shall cease to be insured by, shall have no access or availability to or under, shall not be entitled

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to make claims on or under and shall not be entitled to claim benefits from or seek coverage under, and shall not have any rights to or under, any of Parent’s or any member of the Parent Group’s insurance policies or any of their respective self-insured programs in place immediately prior to the Effective Time. Solely with respect to the Covered Policies, from and after the Effective Time, with respect to any losses, damages and Liability incurred by any member of the SpinCo Group prior to the Effective Time, Parent will provide SpinCo with access to, and SpinCo may make claims under, the Covered Policies in place immediately prior to the Effective Time, but solely to the extent that such policies provided coverage for members of the SpinCo Group or the SpinCo Business prior to the Effective Time; provided that such access to, and the right to make claims under, such insurance policies, shall be subject to the terms, conditions and exclusions of such insurance policies, including any limits on coverage or scope, any deductibles, self-insured retentions and other fees and expenses, and shall be subject to the following additional conditions:

(i)    SpinCo shall notify Parent, as promptly as practicable, of any incident, circumstance or occurrence that may lead to a claim made by SpinCo pursuant to this Section 5.1(b);

(ii)    SpinCo shall reimburse Parent and the members of the Parent Group for all claim-related payments made by Parent or any member of the Parent Group on or after the Effective Time that arise from claims made by SpinCo, any member of the SpinCo Group, any of their respective employees or any Third Party under Parent’s or any member of the Parent Group’s self-insured, large deductible, or fronted insurance programs for occurrences prior to the Effective Time, including reasonable overhead, claim handling and administrative costs, taxes, surcharges, state assessments and other related costs. SpinCo and the members of the SpinCo Group shall indemnify, hold harmless and reimburse Parent and the members of the Parent Group for any deductibles, self-insured retention, retrospective premium payments, fees, indemnity payments, settlements, judgments, legal fees, allocated claims expenses and claim handling fees and other expenses incurred by Parent or any member of the Parent Group to the extent resulting from any access to, or any claims made by SpinCo or any other members of the SpinCo Group under, any of Parent’s or a member of the Parent Group’s insurance policies provided pursuant to this Section 5.1(b), whether such claims are made by SpinCo, its employees or Third Parties;

(iii)    SpinCo shall, and shall cause the other members of the SpinCo Group to, cooperate with and assist Parent and the members of the Parent Group and share such information as is reasonably necessary in order to permit Parent and the members of the Parent Group to manage and conduct the insurance matters contemplated by this Section 5.1; and

(iv)    SpinCo shall exclusively bear (and neither Parent nor any members of the Parent Group shall have any obligation to repay or reimburse SpinCo or any member of the SpinCo Group for) and shall be liable for all excluded, uninsured, uncovered, unavailable or uncollectible amounts (including where any insurer declines,

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denies, delays or obstructs any claim payment) of all such claims made for the benefit of SpinCo or any member of the SpinCo Group under the policies as provided for in this Section 5.1(b). Where a policy includes a reinstatement of limits, in the event an insurance policy aggregate is exhausted, or believed likely to be exhausted, due to noticed claims, the SpinCo Group, on the one hand, and the Parent Group, on the other hand, shall be responsible for their pro rata portion of the reinstatement premium, if any, based upon the losses of such Group submitted to Parent’s insurance carrier(s) (including any submissions prior to the Effective Time). To the extent that the Parent Group or the SpinCo Group is allocated more than its pro rata portion of such premium due to the timing of losses submitted to Parent’s insurance carrier(s), the other party shall promptly pay the first party an amount so that each Group has been properly allocated its pro rata portion of the reinstatement premium. Subject to the following sentence, a Party may elect not to reinstate the policy aggregate even if available. In the event that a Party elects not to reinstate the policy aggregate, it shall provide prompt written notice to the other Party and shall have no rights to claim against or have any benefit from the reinstated limits. A Party which elects to reinstate the policy aggregate shall be responsible for all reinstatement premiums and other costs associated with such reinstatement to the extent such Party has received notice from the other Party that such other Party does not elect to reinstate the limits.

In the event that any member of the Parent Group incurs any losses, damages or Liability prior to or in respect of the period prior to the Effective Time for which such member of the Parent Group is entitled to coverage under SpinCo’s third-party insurance policies, the same process pursuant to this Section 5.1(b) shall apply, substituting “Parent” for “SpinCo” and “SpinCo” for “Parent,” including for purposes of the first sentence of Section 5.1(e).

(c)    At the Effective Time, SpinCo shall have in effect all insurance programs required to comply with SpinCo’s contractual obligations and such other Policies required by Law or as reasonably necessary or appropriate for companies operating a business similar to SpinCo’s.

(d)    Neither SpinCo nor any member of the SpinCo Group, in connection with making a claim under any insurance policy of Parent or any member of the Parent Group pursuant to this Section 5.1, shall take any action that would be reasonably likely to (i) have a materially adverse impact on the then-current relationship between Parent or any member of the Parent Group, on the one hand, and the applicable insurance company, on the other hand; (ii) result in the applicable insurance company terminating or materially reducing coverage, or materially increasing the amount of any premium owed by Parent or any member of the Parent Group under the applicable insurance policy; or (iii) otherwise compromise, jeopardize or interfere in any material respect with the rights of Parent or any member of the Parent Group under the applicable insurance policy; provided that SpinCo’s, any member of the SpinCo Group’s, any of their respective employees’ or any Third Party’s making of a claim pursuant to Section 5.1(b)(ii) shall not be deemed to be an action that triggers the foregoing clauses (i), (ii) or (iii).

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(e)    Any payments, costs, adjustments or reimbursements to be paid by SpinCo pursuant to this Section 5.1 shall be billed quarterly and payable within thirty (30) days from receipt of an invoice from Parent. Parent shall retain the exclusive right to control its insurance policies and programs, including the right to exhaust, settle, release, commute, buy-back or otherwise resolve disputes with respect to any of its insurance policies and programs and to amend, modify or waive any rights under any such insurance policies and programs, notwithstanding whether any such policies or programs apply to any SpinCo Liabilities and/or claims SpinCo has made or could make in the future, and no member of the SpinCo Group shall erode, exhaust, settle, release, commute, buy-back or otherwise resolve disputes with Parent’s insurers with respect to any of Parent’s insurance policies and programs, or amend, modify or waive any rights under any such insurance policies and programs. SpinCo shall cooperate with Parent and share such information as is reasonably necessary in order to permit Parent to manage and conduct its insurance matters as Parent deems appropriate. Each Party and any member of its applicable Group has the sole right to settle or otherwise resolve third-party claims made against it or any member of its applicable Group covered under an applicable insurance policy.

(f)    This Agreement shall not be considered as an attempted assignment of any policy of insurance or as a contract of insurance and shall not be construed to waive any right or remedy of any member of the Parent Group in respect of any insurance policy or any other contract or policy of insurance.

(g)    SpinCo does hereby, for itself and each other member of the SpinCo Group, agree that no member of the Parent Group shall have any Liability whatsoever as a result of the insurance policies and practices of Parent and the members of the Parent Group as in effect at any time, including as a result of the level or scope of any such insurance, the creditworthiness of any insurance carrier, the terms and conditions of any policy, or the adequacy or timeliness of any notice to any insurance carrier with respect to any claim or potential claim or otherwise.

5.2    Late Payments. Except as expressly provided to the contrary in this Agreement or in any Ancillary Agreement, any amount not paid when due pursuant to this Agreement or any Ancillary Agreement (and any amounts billed or otherwise invoiced or demanded and properly payable that are not paid within forty-five (45) days of such bill, invoice or other demand) shall accrue interest at a rate per annum equal to the Prime Rate plus two percent (2%).

5.3    Inducement. SpinCo acknowledges and agrees that Parent’s willingness to cause, effect and consummate the Separation and the Distribution has been conditioned upon and induced by SpinCo’s covenants and agreements in this Agreement and the Ancillary Agreements, including SpinCo’s assumption of the SpinCo Liabilities pursuant to the Separation and the provisions of this Agreement and SpinCo’s covenants and agreements contained in Article IV.

5.4    Post-Effective Time Conduct. The Parties acknowledge that, after the Effective Time, each Party shall be independent of the other Party, with responsibility for its own actions and inactions and its own Liabilities relating to, arising out of or resulting from the conduct of its business, operations and activities following the Effective Time, except as may

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otherwise be provided in any Ancillary Agreement, and each Party shall (except as otherwise provided in Article IV) use commercially reasonable efforts to prevent such Liabilities from being inappropriately borne by the other Party.

ARTICLE VI

EXCHANGE OF INFORMATION; CONFIDENTIALITY

6.1    Agreement for Exchange of Information.

(a)    Subject to Section 6.9 and any other applicable confidentiality obligations, each of Parent and SpinCo, on behalf of itself and each member of its Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to the other Party and the members of such other Party’s Group, at any time before, on or after the Effective Time, as soon as reasonably practicable after written request therefor, any information (or a copy thereof) in the possession or under the control of such Party or its Group which the requesting Party or its Group requests to the extent that (i) such information relates to the SpinCo Business, or any SpinCo Asset or SpinCo Liability, if SpinCo is the requesting Party, or to the Parent Business, or any Parent Asset or Parent Liability, if Parent is the requesting Party; (ii) such information is required by the requesting Party to comply with its obligations under this Agreement or any Ancillary Agreement; or (iii) such information is required by the requesting Party to comply with any obligation imposed by any Governmental Authority; provided, however, that, in the event that the Party to whom the request has been made determines that any such provision of information could be detrimental to the Party providing the information, violate any Law or agreement, or waive any privilege available under applicable Law, including any attorney-client privilege, then the Parties shall use commercially reasonable efforts to permit compliance with such obligations to the extent and in a manner that avoids any such harm or consequence.  The Party providing information pursuant to this Section 6.1 shall only be obligated to provide such information in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such information, and nothing in this Section 6.1 shall expand the obligations of either Party under Section 6.4.

(b)    Without limiting the generality of the foregoing, until the end of SpinCo’s fiscal year during which the Distribution Date occurs (and for a reasonable period of time afterwards as required for each Party to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Distribution Date occurs), each Party shall use its commercially reasonable efforts to cooperate with the other Party’s information requests to enable (i) the other Party to meet its timetable for dissemination of its earnings releases, financial statements and management’s assessment of the effectiveness of its disclosure controls and procedures and its internal control over financial reporting in accordance with Items 307 and 308, respectively, of Regulation S-K promulgated under the Exchange Act; and (ii) the other Party’s accountants to timely complete their review of the quarterly financial statements and audit of the annual financial statements, including, to the extent applicable to such Party, its auditor’s audit of its internal control over financial reporting and management’s assessment thereof in accordance with Section 404 of the Sarbanes-Oxley Act of 2002, the

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SEC’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder and any other applicable Laws.

6.2    Ownership of Information. The provision of any information pursuant to Section 6.1 or Section 6.7 shall not affect the ownership of such information (which shall be determined solely in accordance with the terms of this Agreement and the Ancillary Agreements), or constitute a grant of rights in or to any such information.

6.3    Compensation for Providing Information. The Party requesting information agrees to reimburse the other Party for the reasonable costs, if any, of creating, gathering, copying, transporting and otherwise complying with the request with respect to such information (including any reasonable costs and expenses incurred in any review of information for purposes of protecting the Privileged Information of the providing Party or in connection with the restoration of backup media for purposes of providing the requested information). Except as may be otherwise specifically provided elsewhere in this Agreement, any Ancillary Agreement or any other agreement between the Parties, such costs shall be computed in accordance with the providing Party’s standard methodology and procedures.

6.4    Record Retention. To facilitate the possible exchange of information pursuant to this Article VI and other provisions of this Agreement after the Effective Time, the Parties agree to use their commercially reasonable efforts, which shall be no less rigorous than those used for retention of such Party’s own information, to retain all information in their respective possession or control at the Effective Time in substantial accordance with the policies of Parent as in effect at the Effective Time or such other policies as may be adopted by Parent after the Effective Time (provided that Parent notifies SpinCo in writing of any such change). Notwithstanding the foregoing, the Tax Matters Agreement will exclusively govern the retention of Tax-related records and the exchange of Tax-related information.

6.5    Limitations of Liability. Neither Party shall have any Liability to the other Party in the event that any information exchanged or provided pursuant to this Agreement is found to be inaccurate in the absence of gross negligence, bad faith, fraud or willful misconduct by the Party providing such information. Neither Party shall have any Liability to any other Party if any information is destroyed after commercially reasonable efforts by such Party to comply with the provisions of Section 6.4.

6.6    Other Agreements Providing for Exchange of Information.

(a)    The rights and obligations granted under this Article VI are subject to any specific limitations, qualifications or additional provisions on the sharing, exchange, retention or confidential treatment of information set forth in any Ancillary Agreement.

(b)    Any party that receives, pursuant to a request for information in accordance with this Article VI, Tangible Information that is not relevant to its request shall, at the request of the providing Party, (i) return it to the providing Party or, at the providing Party’s request, destroy such Tangible Information; and (ii) deliver to the providing Party written

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confirmation that such Tangible Information was returned or destroyed, as the case may be, which confirmation shall be signed by an authorized representative of the requesting Party.

6.7    Production of Witnesses; Records; Cooperation.

(a)    After the Effective Time, except in the case of a Dispute between Parent and SpinCo, or any members of their respective Groups, each Party shall use its commercially reasonable efforts to make available to the other Party, upon written request, the former, current and future directors, officers, employees, other personnel and agents of the members of its respective Group as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available without undue burden, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any Action in which the requesting Party (or member of its Group) may from time to time be involved, regardless of whether such Action is a matter with respect to which indemnification may be sought hereunder. The requesting Party shall bear all costs and expenses in connection therewith.

(b)    If an Indemnifying Party chooses to defend or to seek to compromise or settle any Third-Party Claim, the other Party shall make available to such Indemnifying Party, upon written request, the former, current and future directors, officers, employees, other personnel and agents of the members of its respective Group as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available without undue burden, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with such defense, settlement or compromise, or such prosecution, evaluation or pursuit, as the case may be, and shall otherwise cooperate in such defense, settlement or compromise, or such prosecution, evaluation or pursuit, as the case may be.

(c)    Without limiting the foregoing, the Parties shall cooperate and consult to the extent reasonably necessary with respect to any Actions described in clauses (a), (b) and (d) of this Section 6.7.

(d)    Without limiting any provision of this Section 6.7, each of the Parties agrees to cooperate, and to cause each member of its respective Group to cooperate, with each other in the defense of any infringement or similar claim with respect to any Intellectual Property Rights and shall not claim to acknowledge, or permit any member of its respective Group to claim to acknowledge, the validity or infringing use of any Intellectual Property Rights of a Third Party in a manner that would hamper or undermine the defense of such infringement or similar claim.

(e)    The obligation of the Parties to provide witnesses pursuant to this Section 6.7 is intended to be interpreted in a manner so as to facilitate cooperation and shall include the obligation to provide as witnesses directors, officers, employees, other personnel and agents

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without regard to whether such person or the employer of such person could assert a possible business conflict (subject to the exception set forth in the first sentence of Section 6.7(a)).

6.8    Privileged Matters.

(a)    The Parties recognize that legal and other professional services that have been and will be provided prior to the Effective Time have been and will be rendered for the collective benefit of each of the members of the Parent Group and the SpinCo Group, and that each of the members of the Parent Group and the SpinCo Group should be deemed to be the client with respect to such services for the purposes of asserting all privileges which may be asserted under applicable Law in connection therewith. The Parties recognize that legal and other professional services will be provided following the Effective Time, which services will be rendered solely for the benefit of the Parent Group or the SpinCo Group, as the case may be. In furtherance of the foregoing, each Party shall authorize the delivery to and/or retention by the other Party of materials existing as of the Effective Time that are necessary for such other Party to perform or receive such services.

(b)    The Parties agree as follows:

(i)    Parent shall be entitled, in perpetuity, to control the assertion or waiver of all privileges and immunities in connection with any Privileged Information that relates solely to the Parent Business and not to the SpinCo Business, whether or not the Privileged Information is in the possession or under the control of any member of the Parent Group or any member of the SpinCo Group. Parent shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges and immunities in connection with any Privileged Information that relates solely to any Parent Liabilities resulting from any Actions that are now pending or may be asserted in the future, whether or not the Privileged Information is in the possession or under the control of any member of the Parent Group or any member of the SpinCo Group;

(ii)    SpinCo shall be entitled, in perpetuity, to control the assertion or waiver of all privileges and immunities in connection with any Privileged Information that relates solely to the SpinCo Business and not to the Parent Business, whether or not the Privileged Information is in the possession or under the control of any member of the SpinCo Group or any member of the Parent Group. SpinCo shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges and immunities in connection with any Privileged Information that relates solely to any SpinCo Liabilities resulting from any Actions that are now pending or may be asserted in the future, whether or not the Privileged Information is in the possession or under the control of any member of the SpinCo Group or any member of the Parent Group; and

(iii)    If the Parties do not agree as to whether certain information is Privileged Information, then such information shall be treated as Privileged Information, and the Party that believes that such information is Privileged Information shall be entitled to control the assertion or waiver of all privileges and immunities in connection with any such information, unless the Parties otherwise agree.  The Parties shall use the procedures

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set forth in Article VII to resolve any disputes as to whether any information relates solely to the Parent Business, solely to the SpinCo Business, or to both the Parent Business and the SpinCo Business.

(c)    Subject to the remaining provisions of this Section 6.8, the Parties agree that they shall have a shared privilege or immunity with respect to all privileges and immunities not allocated pursuant to Section 6.8(b) and all privileges and immunities relating to any Actions or other matters that involve both Parties (or one (1) or more members of their respective Groups) and in respect of which both Parties have Liabilities under this Agreement, and that no such shared privilege or immunity may be waived by either Party without the consent of the other Party.

(d)    If any Dispute arises between the Parties or any members of their respective Groups regarding whether a privilege or immunity should be waived to protect or advance the interests of either Party and/or any member of their respective Groups, each Party agrees that it shall (i) negotiate with the other Party in good faith; (ii) endeavor to minimize any prejudice to the rights of the other Party; and (iii) not unreasonably withhold consent to any request for waiver by the other Party.  Further, each Party specifically agrees that it shall not withhold its consent to the waiver of a privilege or immunity for any purpose, except in good faith to protect its own legitimate interests.

(e)    In the event of any Dispute between Parent and SpinCo, or any members of their respective Groups, either Party may waive a privilege in which the other Party or member of such other Party’s Group has a shared privilege, without obtaining consent pursuant to Section 6.8(c); provided that the Parties intend such waiver of a shared privilege to be effective only as to the use of information with respect to the Action between the Parties and/or the applicable members of their respective Groups, and is not intended to operate as a waiver of the shared privilege with respect to any Third Party.

(f)    Upon receipt by either Party, or by any member of its respective Group, of any subpoena, discovery or other request that may reasonably be expected to result in the production or disclosure of Privileged Information subject to a shared privilege or immunity or as to which another Party has the sole right hereunder to assert a privilege or immunity, or if either Party obtains knowledge that any of its, or any member of its respective Group’s, current or former directors, officers, agents or employees have received any subpoena, discovery or other requests that may reasonably be expected to result in the production or disclosure of such Privileged Information, such Party shall promptly notify the other Party of the existence of the request (which notice shall be delivered to such other Party no later than five (5) business days following the receipt of any such subpoena, discovery or other request) and shall provide the other Party a reasonable opportunity to review the Privileged Information and to assert any rights it or they may have under this Section 6.8 or otherwise, to prevent the production or disclosure of such Privileged Information.

(g)    Any furnishing of, or access or transfer of, any information pursuant to this Agreement is made in reliance on the agreement of Parent and SpinCo set forth in this Section 6.8 and in Section 6.9 to maintain the confidentiality of Privileged Information and to

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assert and maintain all applicable privileges and immunities. The Parties agree that their respective rights to any access to information, witnesses and other Persons, the furnishing of notices and documents and other cooperative efforts between the Parties contemplated by this Agreement, and the transfer of Privileged Information between the Parties and members of their respective Groups as needed pursuant to this Agreement, shall not be deemed a waiver of any privilege that has been or may be asserted under this Agreement or otherwise.

(h)    In connection with any matter contemplated by Section 6.7 or this Section 6.8, the Parties agree to, and to cause the applicable members of their Group to, use commercially reasonable efforts to maintain their respective separate and joint privileges and immunities, including by executing joint defense and/or common interest agreements where necessary or useful for this purpose.

6.9    Confidentiality.

(a)    Confidentiality. Subject to Section 6.10, and without prejudice to any longer period that may be provided for in any of the Ancillary Agreements, from and after the Effective Time until the three (3)-year anniversary of the Effective Time, each of Parent and SpinCo, on behalf of itself and each member of its respective Group, agrees to hold, and to cause its respective Representatives to hold, in strict confidence, with at least the same degree of care that applies to Parent’s confidential and proprietary information pursuant to policies in effect as of the Effective Time, all confidential and proprietary information concerning the other Party or any member of the other Party’s Group or their respective businesses that is either in its possession (including confidential and proprietary information in its possession prior to the date hereof) or furnished by any such other Party or any member of such Party’s Group or their respective Representatives at any time pursuant to this Agreement, any Ancillary Agreement or otherwise, and shall not use any such confidential and proprietary information other than for such purposes as shall be expressly permitted hereunder or thereunder, except, in each case, to the extent that such confidential and proprietary information has been (i) in the public domain or generally available to the public, other than as a result of a disclosure by such Party or any member of such Party’s Group or any of their respective Representatives in violation of this Agreement, (ii) later lawfully acquired from other sources by such Party (or any member of such Party’s Group), which sources are not themselves known by such Party (or any member of such Party’s Group) to be bound by a confidentiality obligation or other contractual, legal or fiduciary obligation of confidentiality with respect to such confidential and proprietary information or (iii) independently developed or generated without reference to or use of any proprietary or confidential information of the other Party or any member of such Party’s Group. Notwithstanding the foregoing three (3)-year period, Parent’s and SpinCo’s obligations with respect to confidential and proprietary information that constitutes Trade Secrets shall survive and continue for so long as such confidential and proprietary information retains its status as a Trade Secret. If any confidential and proprietary information of one Party or any member of its Group is disclosed to the other Party or any member of such other Party’s Group in connection with providing services to such first Party or any member of such first Party’s Group under this Agreement or any Ancillary Agreement, then such disclosed confidential and proprietary information shall be used only as required to perform such services.

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(b)    No Release; Return or Destruction. Each Party agrees not to release or disclose, or permit to be released or disclosed, any information addressed in Section 6.9(a) to any other Person, except its Representatives who need to know such information in their capacities as such (who shall be advised of their obligations hereunder with respect to such information), and except in compliance with Section 6.10. Without limiting the foregoing, when any such information is no longer needed for the purposes contemplated by this Agreement or any Ancillary Agreement, and is no longer subject to any legal hold or other document preservation obligation, each Party will promptly after request of the other Party either return to the other Party all such information in a tangible form (including all copies thereof and all notes, extracts or summaries based thereon) or notify the other Party in writing that it has destroyed such information (and such copies thereof and such notes, extracts or summaries based thereon); provided that the Parties may retain electronic backup versions of such information maintained on routine computer system backup tapes, disks or other backup storage devices; provided, further, that any such information so retained shall remain subject to the confidentiality provisions of this Agreement or any Ancillary Agreement.

(c)    Third-Party Information; Privacy or Data Protection Laws. Each Party acknowledges that it and members of its Group may presently have and, following the Effective Time, may gain access to or possession of confidential or proprietary information of, or legally protected personal information (including personal health information) relating to, Third Parties (i) that was received under privacy policies or notices and/or confidentiality or non-disclosure agreements entered into between such Third Parties, on the one hand, and the other Party or members of such other Party’s Group, on the other hand, prior to the Effective Time; or (ii) that, as between the two (2) Parties, was originally collected by the other Party or members of such other Party’s Group and that may be subject to and protected by privacy policies or notices, as well as applicable data privacy Laws. Each Party agrees that it shall hold, protect and use, and shall cause the members of its Group and its and their respective Representatives to hold, protect and use, in strict confidence the confidential and proprietary information of, or legally protected personal information (including personal health information) relating to, Third Parties in accordance with privacy policies or notices, as well as data privacy Laws and the terms of any agreements that were either entered into before the Effective Time or affirmative commitments or representations that were made before the Effective Time by, between or among the other Party or members of the other Party’s Group, on the one hand, and such Third Parties, on the other hand.

6.10    Protective Arrangements. In the event that a Party or any member of its Group either determines on the advice of its counsel that it is required to disclose any information pursuant to applicable Law or receives any request or demand under lawful process or from any Governmental Authority to disclose or provide information of the other Party (or any member of the other Party’s Group) that is subject to the confidentiality provisions hereof, such Party shall notify the other Party (to the extent legally permitted) as promptly as practicable under the circumstances prior to disclosing or providing such information and shall cooperate, at the expense of the other Party, in seeking any appropriate protective order requested by the other Party. In the event that such other Party fails to receive such appropriate protective order in a timely manner and the Party receiving the request or demand reasonably determines that its

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failure to disclose or provide such information shall actually prejudice the Party receiving the request or demand, then the Party that received such request or demand may thereafter disclose or provide information to the extent required by such Law (as so advised by its counsel) or by lawful process or such Governmental Authority, and the disclosing Party shall promptly provide the other Party with a copy of the information so disclosed, in the same form and format so disclosed, together with a list of all Persons to whom such information was disclosed, in each case to the extent legally permitted.

ARTICLE VII

DISPUTE RESOLUTION

7.1    Good Faith Officer Negotiation. Subject to Section 7.4, either Party seeking resolution of any dispute, controversy or claim arising out of or relating to this Agreement or any Ancillary Agreement (including regarding whether any Assets are SpinCo Assets, any Liabilities are SpinCo Liabilities or the validity, interpretation, breach or termination of this Agreement or any Ancillary Agreement) (a “Dispute”), shall provide written notice thereof to the other Party (the “Negotiation Request”). As soon as reasonably practicable following receipt of a Negotiation Request, the Parties shall begin conducting good faith negotiations with respect to such Dispute. All such negotiations shall be confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence. If the Parties are unable for any reason to resolve a Dispute within thirty (30) days of receipt of the Negotiation Request, and such thirty (30)-day period is not extended by mutual written consent of the Parties, the Dispute shall be submitted to mediation in accordance with Section 7.2.

7.2    Mediation. Any Dispute that is not resolved pursuant to Section 7.1 shall, at the written request of a Party (a “Mediation Request”), be submitted to nonbinding mediation in accordance with the then current mediation procedure (the “Mediation Procedure”) of the International Institute for Conflict Prevention and Resolution (the “CPR”), except as modified herein. The mediation shall be held in Bismarck, North Dakota or such other place as the Parties may mutually agree in writing. The Parties shall have twenty (20) days from receipt by a Party of a Mediation Request to agree on a mediator. If no mediator has been agreed upon by the Parties within twenty (20) days of receipt by a Party of a Mediation Request, then a Party may request (on written notice to the other Party), that the CPR appoint a mediator in accordance with the Mediation Procedure. All mediation pursuant to this Section 7.2 shall be confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence, and no oral or documentary representations made by the Parties during such mediation shall be admissible for any purpose in any subsequent proceedings. No Party shall disclose or permit the disclosure of any information about the evidence adduced or the documents produced by the other Party in the mediation proceedings or about the existence, contents or results of the mediation without the prior written consent of such other Party, except in the course of a judicial or regulatory proceeding or as may be required by Law or requested by a Governmental Authority or securities exchange. Before making any disclosure permitted by the preceding sentence, the Party intending to make such disclosure shall, to the extent reasonably practicable, give the other Party reasonable written notice of the intended disclosure and afford the other

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Party a reasonable opportunity to protect its interests. If the Dispute has not been resolved within sixty (60) days of the appointment of a mediator, or within ninety (90) days after receipt by a Party of a Mediation Request (whichever occurs sooner), or within such longer period as the Parties may agree to in writing, then the Dispute shall be submitted to binding arbitration in accordance with Section 7.3.

7.3    Arbitration.

(a)    In the event that a Dispute has not been resolved in accordance with Section 7.2, then such Dispute shall, upon the written request of a Party (an “Arbitration Request”) be submitted to be finally resolved by binding arbitration in accordance with the then current CPR arbitration procedure (the “Arbitration Procedure”), except as modified herein. The arbitration shall be held in (i) Bismarck, North Dakota or (ii) such other place as the Parties may mutually agree in writing. Unless otherwise agreed by the Parties in writing, any Dispute to be decided pursuant to this Section 7.3 will be decided (x) before a sole arbitrator if the amount in dispute, inclusive of all claims and counterclaims, totals less than $10 million; or (y) by a panel of three (3) arbitrators if the amount in dispute, inclusive of all claims and counterclaims, totals $10 million or more.

(b)    The panel of three (3) arbitrators shall be chosen as follows: (i) within fifteen (15) days from the date of the receipt of the Arbitration Request, each Party shall name an arbitrator; and (ii) the two (2) Party-appointed arbitrators shall thereafter, within thirty (30) days from the date on which the second (2nd) of the two (2) arbitrators was named, name a third (3rd), independent arbitrator who shall act as chairperson of the arbitral tribunal. In the event that either Party fails to name an arbitrator within fifteen (15) days from the date of receipt of the Arbitration Request, then upon written application by either Party, that arbitrator shall be appointed pursuant to the Arbitration Procedure. In the event that the two (2) Party-appointed arbitrators fail to appoint the third (3rd), then the third (3rd) independent arbitrator shall be appointed pursuant to the Arbitration Procedure. If the arbitration shall be before a sole independent arbitrator, then the sole independent arbitrator shall be appointed by agreement of the Parties within fifteen (15) days of the date of receipt of the Arbitration Request. If the Parties cannot agree to a sole independent arbitrator during such fifteen (15)-day period, then upon written application by either Party, the sole independent arbitrator shall be appointed pursuant to the Arbitration Procedure.

(c)    The arbitrator(s) shall have the right to award, on an interim basis, or include in the final award, any relief that it deems proper in the circumstances, including money damages (with interest on unpaid amounts from the due date), injunctive relief (including specific performance) and attorneys’ fees and costs; provided that the arbitrator(s) shall not award any relief not specifically requested by the Parties and, in any event, shall not award any indirect, punitive, exemplary, remote, speculative or similar damages in excess of compensatory damages of the other arising in connection with the transactions contemplated hereby (other than any such Liability with respect to a Third-Party Claim). Upon selection of the arbitrator(s) following any grant of interim relief by a special arbitrator or court pursuant to Section 7.4, the arbitrator(s) may affirm or disaffirm that relief, and the Parties shall seek modification or

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rescission of the order entered by the court as necessary to accord with the decision of the arbitrator(s). The award of the arbitrator(s) shall be final and binding on the Parties, and may be enforced in any court of competent jurisdiction. The initiation of arbitration pursuant to this Article VII shall toll the applicable statute of limitations for the duration of any such proceedings. Notwithstanding applicable state law, the arbitration and this agreement to arbitrate shall be governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq.

7.4    Litigation and Unilateral Commencement of Arbitration. Notwithstanding the foregoing provisions of this Article VII, (a) a Party may seek preliminary provisional or injunctive judicial relief with respect to a Dispute without first complying with the procedures set forth in Section 7.1, Section 7.2, and Section 7.3 if such action is reasonably necessary to avoid irreparable damage and (b) either Party may initiate arbitration before the expiration of the periods specified in Section 7.1, Section 7.2 and Section 7.3 if such Party has submitted a Mediation Request or an Arbitration Request, as applicable, and the other Party has failed, within the applicable periods set forth in Section 7.2 to agree upon a date for the first mediation session to take place within thirty (30) days after the appointment of such mediator or such longer period as the Parties may agree to in writing or (b) such Party has failed to comply with Section 7.3 in good faith with respect to the commencement and engagement in arbitration. In such event, the other Party may commence and prosecute such arbitration unilaterally in accordance with the Arbitration Procedure.

7.5    Conduct During Dispute Resolution Process. Unless otherwise agreed in writing, the Parties shall, and shall cause the respective members of their Groups to, continue to honor all commitments under this Agreement and each Ancillary Agreement to the extent required by such agreements during the course of dispute resolution pursuant to the provisions of this Article VII, unless such commitments are the specific subject of the Dispute at issue.

ARTICLE VIII

FURTHER ASSURANCES AND ADDITIONAL COVENANTS

8.1    Further Assurances.

(a)    In addition to the actions specifically provided for elsewhere in this Agreement, each of the Parties shall use its reasonable best efforts, prior to, on and after the Effective Time, to take, or cause to be taken, all actions, and to do, or cause to be done, all things, reasonably necessary, proper or advisable under applicable Laws, regulations and agreements to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements.

(b)    Without limiting the foregoing, prior to, on and after the Effective Time, each Party hereto shall cooperate with the other Party, and without any further consideration, but at the expense of the requesting Party, to execute and deliver, or use its reasonable best efforts to cause to be executed and delivered, all instruments, including instruments of conveyance, assignment and transfer, and to make all filings with, and to obtain all Approvals or Notifications of, any Governmental Authority or any other Person under any permit, license, agreement, indenture or other instrument (including any consents or Governmental Approvals), and to take

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all such other actions as such Party may reasonably be requested to take by the other Party from time to time, consistent with the terms of this Agreement and the Ancillary Agreements, in order to effectuate the provisions and purposes of this Agreement and the Ancillary Agreements and the transfers of the SpinCo Assets and the Parent Assets and the assignment and assumption of the SpinCo Liabilities and the Parent Liabilities and the other transactions contemplated hereby and thereby. Without limiting the foregoing, each Party will, at the reasonable request, cost and expense of the requesting Party, take such other actions as may be reasonably necessary to vest in such other Party good and marketable title to the Assets allocated to such Party under this Agreement or any of the Ancillary Agreements, free and clear of any Security Interest, if and to the extent it is practicable to do so.

(c)    On or prior to the Effective Time, Parent and SpinCo in their respective capacities as direct and indirect stockholders of the members of their Groups, shall each ratify any actions which are reasonably necessary or desirable to be taken by Parent, SpinCo or any of the members of their respective Groups, as the case may be, to effectuate the transactions contemplated by this Agreement and the Ancillary Agreements.

(d)    Parent and SpinCo, and each of the members of their respective Groups, waive (and agree not to assert against any of the others) any claim or demand that any of them may have against any of the others for any Liabilities or other claims relating to or arising out of: (i) the failure of SpinCo or any other member of the SpinCo Group, on the one hand, or of Parent or any other member of the Parent Group, on the other hand, to provide any notification or disclosure required under any state Environmental Law in connection with the Separation or the other transactions contemplated by this Agreement, including the transfer by any member of any Group to any member of the other Group of ownership or operational control of any Assets not previously owned or operated by such transferee; or (ii) any inadequate, incorrect or incomplete notification or disclosure under any such state Environmental Law by the applicable transferor. To the extent any Liability to any Governmental Authority or any Third Party arises out of any action or inaction described in clause (i) or (ii) above, the transferee of the applicable Asset hereby assumes and agrees to pay any such Liability.

8.2    Use of the MDU Name and MDU Marks. SpinCo undertakes to (and to cause the members of the SpinCo Group to) discontinue the use of the names “MDU Resources”, “MDU” and “Building a Strong America” and the related trademark symbols as soon as reasonably practicable after the Effective Time, but in any case not longer than two (2) years after the Distribution Date (the “Transition Period”). Notwithstanding the foregoing, effective as of the Effective Time, Parent, on behalf of itself and its Affiliates, hereby grants to the members of the SpinCo Group a non-exclusive, sublicenseable, worldwide and royalty-free license to use and have used the names “MDU Resources”, “MDU and “Building a Strong America” and the related trademark symbols in legal entity names: (a) prior to the Effective Time and (b) during the Transition Period; provided that SpinCo shall (and shall cause the members of the SpinCo Group and its sublicensees to) use such names or trademarks at a level of quality equivalent to that in effect as of the Effective Time.

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ARTICLE IX

TERMINATION

9.1    Termination. This Agreement and all Ancillary Agreements may be terminated and the Distribution may be amended, modified or abandoned at any time prior to the Effective Time by Parent, in its sole and absolute discretion, without the approval or consent of any other Person, including SpinCo. After the Effective Time, this Agreement may not be terminated, except by an agreement in writing signed by a duly authorized officer of each of the Parties.

9.2    Effect of Termination. In the event of any termination of this Agreement prior to the Effective Time, no Party (nor any of its directors, officers or employees) shall have any Liability or further obligation to the other Party by reason of this Agreement.

ARTICLE X

MISCELLANEOUS

10.1    Counterparts; Entire Agreement; Corporate Power.

(a)    This Agreement and each Ancillary Agreement may be executed in one (1) or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one (1) or more counterparts have been signed by each of the Parties and delivered to the other Party.

(b)    This Agreement, the Ancillary Agreements and the Exhibits, Schedules and appendices hereto and thereto contain the entire agreement between the Parties with respect to the subject matter hereof, supersede all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter, and there are no agreements or understandings between the Parties other than those set forth or referred to herein or therein. This Agreement and the Ancillary Agreements together govern the arrangements in connection with the Separation and the Distribution and would not have been entered into independently.

(c)    Parent represents on behalf of itself and each other member of the Parent Group, and SpinCo represents on behalf of itself and each other member of the SpinCo Group, as follows:

(i)    each such Person has the requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute, deliver and perform this Agreement and each Ancillary Agreement to which it is a party and to consummate the transactions contemplated hereby and thereby; and

(ii)    this Agreement and each Ancillary Agreement to which it is a party have been duly executed and delivered by it and constitute valid and binding agreements of it enforceable in accordance with the terms thereof.

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(d)    Each Party acknowledges that it and each other Party may execute this Agreement and certain of the Ancillary Agreements by facsimile, stamp, electronic or mechanical signature, and that delivery of an executed counterpart of a signature page to this Agreement or any Ancillary Agreement (whether executed by manual, stamp, electronic or mechanical signature) by facsimile or by e-mail in portable document format (.pdf) shall be effective as delivery of such executed counterpart of this Agreement or such Ancillary Agreement. Each Party expressly adopts and confirms each such facsimile, stamp, electronic or mechanical signature (regardless of whether delivered in person, by mail, by courier, by facsimile or by e-mail in portable document format (.pdf)) made in its respective name as if it were a manual signature delivered in person, agrees that it will not assert that any such signature or delivery is not adequate to bind such Party to the same extent as if it were signed manually and delivered in person and agrees that, at the reasonable request of the other Party at any time, it will as promptly as reasonably practicable cause this Agreement or any Ancillary Agreement to be manually executed (any such execution to be as of the date of the initial date thereof) and delivered in person, by mail or by courier.

10.2    Governing Law. This Agreement and, unless expressly provided therein, each Ancillary Agreement (and any claims or disputes arising out of or related hereto or thereto or to the transactions contemplated hereby and thereby or to the inducement of any party to enter herein and therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise) shall be governed by and construed and interpreted in accordance with the Laws of the State of Delaware irrespective of the choice of laws principles of the State of Delaware, including all matters of validity, construction, effect, enforceability, performance and remedies.

10.3    Assignability. Except as set forth in any Ancillary Agreement, this Agreement and each Ancillary Agreement shall be binding upon and inure to the benefit of the Parties and the parties thereto, respectively, and their respective successors and permitted assigns; provided that neither Party nor any such party thereto may assign its rights or delegate its obligations under this Agreement or any Ancillary Agreement without the express prior written consent of the other Party hereto or other parties thereto, as applicable. Notwithstanding the foregoing, no such consent shall be required for the assignment of a Party’s rights and obligations under this Agreement and the Ancillary Agreements (except as may be otherwise provided in any such Ancillary Agreement) in whole (i.e., the assignment of a Party’s rights and obligations under this Agreement and all Ancillary Agreements at the same time) in connection with a change of control of a Party so long as the resulting, surviving or transferee Person assumes all the obligations of the relevant party thereto by operation of Law or pursuant to an agreement in form and substance reasonably satisfactory to the other Party.

10.4    Third-Party Beneficiaries. Except for the indemnification rights under this Agreement and each Ancillary Agreement of any Parent Indemnitee or SpinCo Indemnitee in their respective capacities as such, (a) the provisions of this Agreement and each Ancillary Agreement are solely for the benefit of the Parties and are not intended to confer upon any Person except the Parties any rights or remedies hereunder, and (b) there are no third-party beneficiaries of this Agreement or any Ancillary Agreement and neither this Agreement nor any

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Ancillary Agreement shall provide any Third Party with any remedy, claim, Liability, reimbursement, claim of action or other right in excess of those existing without reference to this Agreement or any Ancillary Agreement.

10.5    Notices. All notices, requests, claims, demands or other communications under this Agreement and, to the extent applicable and unless otherwise provided therein, under each of the Ancillary Agreements, shall be in writing and shall be given or made (and except as provided herein, shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, by certified mail, return receipt requested, or by electronic mail (“e-mail”), so long as confirmation of receipt of such e-mail is requested and received, to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 10.5):

If to Parent, to:

MDU Resources Group, Inc.

1200 West Century Avenue

P.O. Box 5650

Bismarck, North Dakota 58506

Attention:     Jason Vollmer

E-mail:     jason.vollmer@mduresources.com

with a copy (which shall not constitute notice), to:

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, New York 10019

Attention:     John L. Robinson

E-mail:     JLRobinson@wlrk.com

If to SpinCo, to:

Everus Construction Group, Inc.

1730 Burnt Boat Drive

Bismarck, North Dakota 58503

Attention:     Tom Nosbusch

E-mail:    tom.nosbusch@everus.com

with a copy (which shall not constitute notice), to:

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, New York 10019

Attention:     John L. Robinson

E-mail:     JLRobinson@wlrk.com

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A Party may, by notice to the other Party, change the address to which such notices are to be given or made.

10.6    Severability. If any provision of this Agreement or any Ancillary Agreement or the application thereof to any Person or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof or thereof, or the application of such provision to Persons or circumstances or in jurisdictions other than those as to which it has been held invalid or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. Upon such determination, the Parties shall negotiate in good faith in an effort to agree upon such a suitable and equitable provision to effect the original intent of the Parties.

10.7    Force Majeure. No Party shall be deemed in default of this Agreement or, unless otherwise expressly provided therein, any Ancillary Agreement for any delay or failure to fulfill any obligation (other than a payment obligation) hereunder or thereunder so long as and to the extent to which any delay or failure in the fulfillment of such obligation is prevented, frustrated, hindered or delayed as a consequence of circumstances of Force Majeure. In the event of any such excused delay, the time for performance of such obligations (other than a payment obligation) shall be extended for a period equal to the time lost by reason of the delay. A Party claiming the benefit of this provision shall, as soon as reasonably practicable after the occurrence of any such event, (a) provide written notice to the other Party of the nature and extent of any such Force Majeure condition; and (b) use commercially reasonable efforts to remove any such causes and resume performance under this Agreement and the Ancillary Agreements, as applicable, as soon as reasonably practicable.

10.8    No Set-Off. Except as expressly set forth in any Ancillary Agreement or as otherwise mutually agreed to in writing by the Parties, neither Party nor any member of such Party’s Group shall have any right of set-off or other similar rights with respect to (a) any amounts received pursuant to this Agreement or any Ancillary Agreement; or (b) any other amounts claimed to be owed to the other Party or any member of its Group arising out of this Agreement or any Ancillary Agreement.

10.9    Expenses. Except as otherwise expressly set forth in this Agreement or any Ancillary Agreement, or as otherwise agreed to in writing by the Parties, all fees, costs and expenses incurred on or prior to the Effective Time in connection with the preparation, execution, delivery and implementation of this Agreement, any Ancillary Agreement, the Form 10, the Information Statement, the Plan of Reorganization and the consummation of the transactions contemplated hereby and thereby, including the Separation and the Distribution, will be borne by the Party or its applicable Subsidiary incurring such fees, costs or expenses. The Parties agree that certain specified costs and expenses shall be allocated between the Parties as set forth on Schedule 10.9.

10.10    Headings. The article, section and paragraph headings contained in this Agreement and in the Ancillary Agreements are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement or any Ancillary Agreement.

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10.11    Survival. Except as expressly set forth in this Agreement or any Ancillary Agreement, the covenants, representations and warranties contained in this Agreement and each Ancillary Agreement, and Liability for the breach of any obligations contained herein or therein, shall survive the Separation and the Distribution and shall remain in full force and effect.

10.12    Waivers of Default. Waiver by a Party of any default by the other Party of any provision of this Agreement or any Ancillary Agreement shall not be deemed a waiver by the waiving Party of any subsequent or other default, nor shall it prejudice the rights of the other Party. No failure or delay by a Party in exercising any right, power or privilege under this Agreement or any Ancillary Agreement shall operate as a waiver thereof, nor shall a single or partial exercise thereof prejudice any other or further exercise thereof or the exercise of any other right, power or privilege.

10.13    Specific Performance. Subject to the provisions of Article VII, in the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement or any Ancillary Agreement, the Party or Parties who are, or are to be, thereby aggrieved shall have the right to specific performance and injunctive or other equitable relief in respect of its or their rights under this Agreement or such Ancillary Agreement, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative. The Parties agree that the remedies at law for any breach or threatened breach, including monetary damages, are inadequate compensation for any loss and that any defense in any action for specific performance that a remedy at law would be adequate is waived. Any requirements for the securing or posting of any bond with such remedy are waived by each of the Parties.

10.14    Amendments. No provisions of this Agreement or any Ancillary Agreement shall be deemed waived, amended, supplemented or modified by a Party, unless such waiver, amendment, supplement or modification is in writing and signed by the authorized representative of the Party against whom it is sought to enforce such waiver, amendment, supplement or modification.

10.15    Interpretation. In this Agreement and any Ancillary Agreement, (a) words in the singular shall be deemed to include the plural and vice versa and words of one gender shall be deemed to include the other genders as the context requires; (b) the terms “hereof,” “herein,” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement (or the applicable Ancillary Agreement) as a whole (including all of the Schedules, Exhibits and Appendices hereto and thereto) and not to any particular provision of this Agreement (or such Ancillary Agreement); (c) Article, Section, Schedule, Exhibit and Appendix references are to the Articles, Sections, Schedules, Exhibits and Appendices to this Agreement (or the applicable Ancillary Agreement), unless otherwise specified; (d) unless otherwise stated, all references to any agreement (including this Agreement and each Ancillary Agreement) shall be deemed to include the exhibits, schedules and annexes (including all Schedules, Exhibits and Appendices) to such agreement; (e) the word “including” and words of similar import when used in this Agreement (or the applicable Ancillary Agreement) shall mean “including, without limitation,” unless otherwise specified; (f) the word “or” shall not be

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exclusive; (g) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (h) unless otherwise specified in a particular case, the word “days” refers to calendar days; (i) references to “business day” shall mean any day other than a Saturday, a Sunday or a day on which banking institutions are generally authorized or required by Law to close in the United States or Bismarck, North Dakota; (j) references herein to this Agreement or any other agreement contemplated herein shall be deemed to refer to this Agreement or such other agreement as of the date on which it is executed and as it may be amended, modified or supplemented thereafter, unless otherwise specified; and (k) unless expressly stated to the contrary in this Agreement or in any Ancillary Agreement, all references to “the date hereof,” “the date of this Agreement,” “hereby” and “hereupon” and words of similar import shall all be references to [●], 2024.

10.16    Limitations of Liability. Notwithstanding anything in this Agreement to the contrary, neither SpinCo or any member of the SpinCo Group, on the one hand, nor Parent or any member of the Parent Group, on the other hand, shall be liable under this Agreement to the other for any consequential, indirect, incidental, punitive, exemplary, remote, speculative or similar damages (including lost revenue or profits, diminution of value, or damages calculated on multiples of revenue, earnings or other metrics approaches) in excess of compensatory damages of the other arising in connection with the transactions contemplated hereby (other than any such Liability with respect to a Third-Party Claim).

10.17    Performance. Parent will cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth in this Agreement or in any Ancillary Agreement to be performed by any member of the Parent Group. SpinCo will cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth in this Agreement or in any Ancillary Agreement to be performed by any member of the SpinCo Group. Each Party (including its permitted successors and assigns) further agrees that it will (a) give timely notice of the terms, conditions and continuing obligations contained in this Agreement and any applicable Ancillary Agreement to all of the other members of its Group and (b) cause all of the other members of its Group not to take any action or fail to take any such action inconsistent with such Party’s obligations under this Agreement, any Ancillary Agreement or the transactions contemplated hereby or thereby.

10.18    Mutual Drafting.

(a)    This Agreement and the Ancillary Agreements shall be deemed to be the joint work product of the Parties and any rule of construction that a document shall be interpreted or construed against a drafter of such document shall not be applicable.

(b)    In the event of any conflict or inconsistency between, on the one hand, the terms of this Agreement and, on the other hand, the terms of the Ancillary Agreements (other than the Transfer Documents) (each, a “Specified Ancillary Agreement”), the terms of the applicable Specified Ancillary Agreement shall control with respect to the subject matter addressed by such Specified Ancillary Agreement to the extent of such conflict or inconsistency. In the event of any conflict or inconsistency between the terms of this Agreement and the terms of the Transfer Documents, the terms of this Agreement shall control to the extent of such

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conflict or inconsistency. In the event of any conflict or inconsistency between the terms of this Agreement or any Specified Ancillary Agreement, on the one hand, and any Transfer Document, on the other hand, including with respect to the allocation of Assets and Liabilities as among the Parties or the members of their respective Groups, this Agreement or such Specified Ancillary Agreement shall control.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the Parties have caused this Separation and Distribution Agreement to be executed by their duly authorized representatives as of the date first written above.

MDU RESOURCES GROUP, INC.

By:

Name:

Nicole A. Kivisto

Title:

President and Chief Executive

Officer

[Signature Page to Separation and Distribution Agreement]

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IN WITNESS WHEREOF, the Parties have caused this Separation and Distribution Agreement to be executed by their duly authorized representatives as of the date first written above.

EVERUS CONSTRUCTION GROUP, INC.

By:

Name:

Jeffrey S. Thiede

Title:

President and Chief Executive

Officer

[Signature Page to Separation and Distribution Agreement]

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EXHIBIT A

Form of Amended and Restated Certificate of Incorporation

of Everus Construction Group, Inc.

[Attached]

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EXHIBIT B

Form of Amended and Restated Bylaws

of Everus Construction Group, Inc.

[Attached]

Exhibit 10.1

TRANSITION SERVICES AGREEMENT

BY AND BETWEEN

MDU RESOURCES GROUP, INC.

AND

EVERUS CONSTRUCTION GROUP, INC.

DATED AS OF [●], 2024

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TABLE OF CONTENTS

									Page
ARTICLE I DEFINITIONS									2
			Section 1.1.			Definitions			2
ARTICLE II SERVICES									4
			Section 2.1.			Services			4
			Section 2.2.			Performance of Services			5
			Section 2.3.			Charges for Services			6
			Section 2.4.			Reimbursement for Out-of-Pocket Costs and Expenses			6
			Section 2.5.			Changes in the Performance of Services			7
			Section 2.6.			Transitional Nature of Services			7
			Section 2.7.			Subcontracting			8
			Section 2.8.			Contract Manager			8
			Section 2.9.			Use of Services			8
ARTICLE III BILLING; TAXES									9
			Section 3.1.			Procedure			9
			Section 3.2.			Late Payments			9
			Section 3.3.			Taxes			9
			Section 3.4.			No Set-Off			9
ARTICLE IV TERM AND TERMINATION									9
			Section 4.1.			Term			9
			Section 4.2.			Early Termination			10
			Section 4.3.			Extension of Services			11
			Section 4.4.			Interdependencies			11
			Section 4.5.			Effect of Termination			11
			Section 4.6.			Information Transmission			12
ARTICLE V CONFIDENTIALITY; PROTECTIVE ARRANGEMENTS									12
			Section 5.1.			Parent and SpinCo Obligations			12
			Section 5.2.			No Release; Return or Destruction			13
			Section 5.3.			Privacy and Data Protection Laws			13
			Section 5.4.			Protective Arrangements			13

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ARTICLE VI LIMITED LIABILITY AND INDEMNIFICATION									14
			Section 6.1.			Limitations on Liability			14
			Section 6.2.			Obligation to Re-Perform; Liabilities			14
			Section 6.3.			Third-Party Claims			15
			Section 6.4.			Provider Indemnity			15
			Section 6.5.			Indemnification Procedures			15
ARTICLE VII MISCELLANEOUS									15
			Section 7.1.			Mutual Cooperation			15
			Section 7.2.			Further Assurances			15
			Section 7.3.			Audit Assistance			15
			Section 7.4.			Intellectual Property Rights			16
			Section 7.5.			Independent Contractors			17
			Section 7.6.			Counterparts; Entire Agreement; Corporate Power			17
			Section 7.7.			Governing Law			18
			Section 7.8.			Assignability			18
			Section 7.9.			Third-Party Beneficiaries			18
			Section 7.10.			Notices			18
			Section 7.11.			Severability			19
			Section 7.12.			Force Majeure			19
			Section 7.13.			Headings			20
			Section 7.14.			Survival of Covenants			20
			Section 7.15.			Waivers of Default			20
			Section 7.16.			Dispute Resolution			20
			Section 7.17.			Specific Performance			20
			Section 7.18.			Amendments			21
			Section 7.19.			Precedence of Schedules			21
			Section 7.20.			Interpretation			21
			Section 7.21.			Mutual Drafting			22

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TRANSITION SERVICES AGREEMENT

This TRANSITION SERVICES AGREEMENT (this “Agreement”) is entered into as of [●], 2024 by and between MDU Resources Group. Inc., a Delaware corporation (“Parent”), and Everus Construction Group, Inc., a Delaware corporation (“SpinCo”).

R E C I T A L S:

WHEREAS, the board of directors of Parent (the “Parent Board”) has determined that it is in the best interests of Parent and its stockholders to create a new publicly traded company that shall operate the SpinCo Business;

WHEREAS, in furtherance of the foregoing, the Parent Board has determined that it is appropriate and desirable to separate the SpinCo Business from the Parent Business (the “Separation”) and, following the Separation, make a distribution, on a pro rata basis, to holders of Parent Shares on the Record Date of all of the outstanding SpinCo Shares (the “Distribution”);

WHEREAS, SpinCo has been incorporated solely for these purposes and has not engaged in activities, except in connection with the Separation and the Distribution;

WHEREAS, for U.S. federal income tax purposes, the Contribution and the Distribution, taken together, are intended to qualify as a transaction that is generally tax-free for U.S. federal income tax purposes under Sections 355 and 368(a)(1)(D) of the Code;

WHEREAS, SpinCo and Parent have prepared, and SpinCo has filed with the SEC, the Form 10, which includes the Information Statement, and which sets forth disclosures concerning SpinCo, the Separation and the Distribution;

WHEREAS, in order to effectuate the Separation and the Distribution, Parent and SpinCo have entered into a Separation and Distribution Agreement, dated as of [●], 2024 (the “Separation and Distribution Agreement”);

WHEREAS, in order to facilitate and provide for an orderly transition in connection with the Separation and the Distribution, the Parties desire to enter into this Agreement to set forth the terms and conditions pursuant to which each of the Parties shall provide Services to the other Party for a transitional period; and

WHEREAS, the Parties acknowledge that this Agreement, the Separation and Distribution Agreement, and the other Ancillary Agreements represent the integrated agreement of Parent and SpinCo relating to the Separation and the Distribution, are being entered into together, and would not have been entered into independently.

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

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ARTICLE I

DEFINITIONS

Section 1.1.    Definitions. For purposes of this Agreement (including the Recitals hereof), the following terms shall have the following meanings, and capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Separation and Distribution Agreement:

“Additional Services” shall have the meaning set forth in Section 2.1(b).

“Agreement” shall have the meaning set forth in the Preamble.

“Charge” and “Charges” shall have the meaning set forth in Section 2.3.

“Confidential Information” shall mean all information that is either confidential or proprietary.

“Contract Manager” shall have the meaning set forth in Section 2.8.

“Dispute” shall have the meaning set forth in Section 7.16(a).

“Distribution” shall have the meaning set forth in the Recitals.

“Interest Payment” shall have the meaning set forth in Section 3.2.

“Level of Service” shall have the meaning set forth in Section 2.2(c).

“Minimum Service Period” shall mean the period commencing on the Distribution Date and ending ninety (90) days after the Distribution Date, unless otherwise specified with respect to a particular Service on the Schedules hereto.

“Parent” shall have the meaning set forth in the Preamble.

“Parent Board” shall have the meaning set forth in the Recitals.

“Party” or “Parties” shall mean the parties to this Agreement.

“Provider” shall mean, with respect to any Service, the Party providing such Service.

“Provider Indemnitees” shall have the meaning set forth in Section 6.3.

“Recipient” shall mean, with respect to any Service, the Party receiving such Service.

“Recipient Indemnitees” shall have the meaning set forth in Section 6.4.

“Separation” shall have the meaning set forth in the Recitals.

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“Separation and Distribution Agreement” shall have the meaning set forth in the Recitals.

“Service Baseline Period” shall have the meaning set forth in Section 2.2(c).

“Service Extension” shall have the meaning set forth in Section 4.3.

“Service Period” shall mean, with respect to any Service, the period commencing on the Distribution Date and ending on the earliest of (a) the date that a Party terminates the provision of such Service pursuant to Section 4.2, (b) the date that is the two (2)-year anniversary of the Distribution Date and (c) the date specified for termination of such Service on the Schedules hereto.

“Service Suspension Period” shall have the meaning set forth in Section 4.3.

“Services” shall have the meaning set forth in Section 2.1(a).

“SpinCo” shall have the meaning set forth in the Preamble.

“SpinCo Change of Control” shall mean the first of the following events, if any, to occur following the Distribution Date:

(i)    the acquisition by any person, entity or “group” (as defined in Section 13(d) of the Exchange Act) of beneficial ownership of fifty percent (50%) or more of the combined voting power of SpinCo’s then-outstanding voting securities, other than any such acquisition by SpinCo, any of its Subsidiaries, any employee benefit plan of SpinCo or any of its Subsidiaries, or any Affiliates of any of the foregoing;

(ii)    the merger, consolidation or other similar transaction involving SpinCo, as a result of which persons who were stockholders of SpinCo immediately prior to such merger, consolidation, or other similar transaction do not, immediately thereafter, own, directly or indirectly, more than fifty percent (50%) of the combined voting power entitled to vote generally in the election of directors of the merged or consolidated company;

(iii)    within any twenty-four (24) month period, the persons who were directors of SpinCo at the beginning of such period shall cease to constitute at least a majority of the directors of SpinCo; or

(iv)    the sale, transfer or other disposition of all or substantially all of the assets of SpinCo and its Subsidiaries.

“Tax” shall mean any and all forms of taxation, whenever created or imposed by a Taxing Authority, and, without limiting the generality of the foregoing, shall include net income, alternative or add-on minimum, estimated, gross income, sales, use, ad valorem, gross receipts, value-added, franchise, profits, license, transfer, recording, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profit, custom duty or other

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tax, governmental fee or other like assessment or charge of any kind whatsoever, together with any related interest, penalties or other additions to tax, or additional amounts imposed by any such Taxing Authority.

“Taxing Authority” shall mean a national, foreign, municipal, state, federal or other Governmental Authority responsible for the administration of any Tax.

“Term” shall have the meaning set forth in Section 4.1.

“Termination Charges” shall mean, with respect to the termination of any Service pursuant to Section 4.2(a)(i), any and all costs, fees and expenses unless otherwise specified with respect to a particular Service on the Schedules hereto, or in the other Ancillary Agreements, payable by Provider or its Subsidiaries to a Third Party to the extent resulting from the early termination of such Service.

ARTICLE II

SERVICES

Section 2.1.    Services.

(a)    Commencing as of the Effective Time, Provider agrees to provide, or to cause one (1) or more of its Subsidiaries to provide, to Recipient, or any Subsidiary of Recipient, the applicable services (the “Services”) set forth on the Schedules hereto.

(b)    If, after the date of this Agreement, Recipient identifies a service that Provider provided to Recipient within twelve (12) months prior to the Distribution Date that Recipient reasonably needs in order for the SpinCo Business or the Parent Business, as applicable, to continue to operate in substantially the same manner in which the SpinCo Business or the Parent Business, as applicable operated prior to the Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided) and Recipient provides written notice to Provider within ninety (90) days after the Distribution Date requesting such additional services, then Provider shall use its commercially reasonable efforts to provide such requested additional services (such requested additional services, the “Additional Services”); provided, however, that Provider shall not be obligated to provide any Additional Service (A) if Provider does not, in its commercially reasonable judgment, have adequate resources to provide such Additional Service, (B) if the provision of such Additional Service would significantly disrupt the operation of Provider’s or its Subsidiaries’ businesses, (C) if the Parties, acting reasonably and in good faith, are unable to reach agreement on the terms thereof (including with respect to Charges therefor) or (D) if Recipient is reasonably in a position to provide such Additional Services to itself or obtain such Additional Services from a Third Party on the same time frame as such services would be available from Provider. In connection with any request for Additional Services in accordance with this Section 2.1(b), the Parties shall, in good faith, negotiate the terms of a supplement to the applicable Schedule, which terms shall be consistent with the terms of, and the pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement of the Parties, the supplement to the applicable Schedule shall describe in reasonable

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detail the nature, scope, Service Period(s), termination provisions and other terms applicable to such Additional Services in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable Schedule, as agreed to in writing by the Parties, shall be deemed part of this Agreement as of the date of such agreement and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement.

Section 2.2.    Performance of Services.

(a)    Subject to Section 2.5, Provider shall perform, or shall cause one or more of its Subsidiaries to perform (directly through one or more of its Subsidiaries, or through a Third-Party service provider in accordance herewith), all Services to be provided in a manner that is substantially similar in all material respects to analogous services provided by or on behalf of Provider prior to the Effective Time.

(b)    Nothing in this Agreement shall require Provider to perform or cause to be performed any Service to the extent that the manner of such performance would constitute a violation of any applicable Law or any existing contract or agreement with a Third Party. If Provider is or becomes aware of the potential for any such violation, Provider shall promptly advise Recipient of such potential violation, and the Parties will mutually seek an alternative that addresses such potential violation. The Parties agree to cooperate in good faith and use commercially reasonable efforts to obtain any necessary Third-Party consents, licenses or approvals required under any existing contract or agreement with a Third Party to allow Provider to perform, or cause to be performed, all Services to be provided hereunder in accordance with the standards set forth in this Section 2.2. Recipient shall reimburse Provider for all documented and reasonable out-of-pocket costs and expenses (if any) incurred by Provider or any of its Subsidiaries in connection with obtaining any such Third-Party consent that is required to allow Provider to perform or cause to be performed such Services. If, with respect to a Service, the Parties, despite the use of such commercially reasonable efforts, are unable to obtain a required Third-Party consent, license or approval, or the performance of such Service by Provider would constitute a violation of any applicable Law, Provider shall have no obligation whatsoever to perform or cause to be performed such Service.

(c)    Unless otherwise provided with respect to a specific Service on the Schedules hereto, Provider shall not be obligated to perform or cause to be performed any Service in a manner that is materially more burdensome (with respect to service quality or quantity) than analogous services provided by Provider or its applicable functional group or Subsidiary (collectively referred to as the “Level of Service”) during the one (1)-year period ending on the last day of Provider’s last fiscal quarter completed on or prior to the date of the Distribution (the “Service Baseline Period”).

(d)    EXCEPT AS EXPRESSLY SET FORTH HEREIN, RECIPIENT ACKNOWLEDGES AND AGREES THAT ALL SERVICES ARE PROVIDED ON AN “AS-IS” BASIS, THAT RECIPIENT ASSUMES ALL RISK AND LIABILITY ARISING FROM OR RELATING TO ITS USE OF AND RELIANCE UPON THE SERVICES, AND THAT PROVIDER MAKES NO OTHER REPRESENTATIONS, STATEMENTS, COVENANTS, OR

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GRANTS ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, WITH RESPECT TO THE SERVICES. PROVIDER SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR THE NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES.

(e)    Each Party shall be responsible for its own compliance with any and all Laws applicable to its performance under this Agreement. No Party shall knowingly take any action in violation of any such applicable Law that results in Liability being imposed on the other Party.

Section 2.3.    Charges for Services. Unless otherwise provided with respect to a specific Service on the Schedules hereto, Recipient shall pay Provider a fee (either one (1)-time or recurring) for such Services (or category of Services, as applicable) (each fee constituting a “Charge” and, collectively, “Charges”), which Charges shall be set forth on the applicable Schedules hereto, or if not so set forth, then, unless otherwise provided with respect to a specific Service on the Schedules hereto, based upon the cost of providing such Services as shall be agreed to by the Parties from time to time. During the term of this Agreement, the amount of a Charge for any Service may be modified to the extent of (a) any adjustments mutually agreed to by the Parties, (b) any adjustments due to a change in Level of Service requested by Recipient and agreed upon by Provider, and (c) any adjustment in the rates or charges imposed by any Third-Party provider that is providing Services; provided that Provider will notify Recipient in writing of any such change in rates at least thirty (30) days prior to the effective date of such rate change. Together with any invoice for Charges, Provider shall provide Recipient with reasonable documentation, including any additional documentation reasonably requested by Recipient to the extent that such documentation is in Provider’s or its Subsidiaries’ possession or control, to support the calculation of such Charges.

Section 2.4.    Reimbursement for Out-of-Pocket Costs and Expenses. In addition to any Charges (and increases thereto) contemplated by Section 2.3, Recipient shall reimburse Provider for reasonable and documented out-of-pocket costs and expenses incurred by Provider or any of its Subsidiaries in connection with providing the Services (including reasonable travel-related expenses) to the extent that such costs and expenses are not reflected in the Charges for such Services; provided, however, that any such cost or expense in excess of one thousand dollars ($1,000) individually, or ten thousand dollars ($10,000) in the aggregate, that is not consistent with historical practice between the Parties for any individual Service (including business travel and related expenses) shall require advance written approval of Recipient; provided, further, that if Recipient does not provide such advance written approval and the incurrence of such cost or expense is reasonably necessary for Provider to provide such Service in accordance with the standards set forth in this Agreement, Provider shall not be required to perform such Service. Any authorized travel-related expenses incurred in performing the Services shall be charged to Recipient in accordance with Provider’s then-applicable business travel policies.

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Section 2.5.    Changes in the Performance of Services.

(a)    Subject to the performance standards for Services set forth in Section 2.2(a), 2.2(b) and 2.2(c), Provider may from time to time, in its good faith determination, modify, change or enhance the manner, nature, quality and/or standard of care of any Service provided to Recipient to the extent Provider is making similar changes in performing analogous services for itself or its Affiliates or to the extent that such change is in connection with the relocation of the Provider’s employees and if Provider furnishes to Recipient reasonable prior written notice (in content and timing) of such changes; provided, that if such change shall materially adversely affect the timeliness or quality of, or the Charges for, the applicable Service, the Parties shall cooperate in good faith to agree on modifications to such Services as are commercially reasonable in consideration of the circumstances. Without limiting the generality of the foregoing, Recipient acknowledges and agrees that the provision of the Services is subject to any upgrades, changes and modifications that Provider may implement to its information technology services in the ordinary course or otherwise in connection with the relocation of its employees. Notwithstanding the foregoing, if as a result of requirements of applicable Law (including any changes under the requirements of applicable Law) or guidance by any Governmental Authority, Provider must, in its good faith determination, modify, change or enhance the manner, nature, quality and/or standard of care of any Service provided to Recipient, Provider shall provide reasonably prompt notice to such Recipient and shall have the right to make such modifications, changes or enhancements, in each case solely to the extent necessary to comply with such applicable Law or guidance and, to the extent legally permissible, provide the Recipient with advance notice, as promptly as practicable, setting forth in reasonable detail the modifications contemplated and the reasons therefor. Any incremental cost or expense incurred by Provider (for the avoidance of doubt, in excess of any cost or expense that would be incurred notwithstanding the performance of the Services hereunder) in making any such good faith modification, change or enhancement to the Services performed hereunder or in providing such Services on an ongoing basis shall be paid by Recipient to the Provider in accordance with Article III in addition to the Charges for the Services included on the applicable Schedule.

(b)    Subject to the limitations on Additional Services set forth in Section 2.2(b), Recipient may request a change to a Service by submitting a request in writing to Provider describing the proposed change in reasonable detail. Provider shall respond to the request as soon as reasonably practicable, and the Parties shall use commercially reasonable efforts to agree to such request, unless the change requested would adversely impact the cost, liability, or risk associated with providing or receiving the applicable Service, or cause any other disruption or adverse impact on the business or operations of Recipient or its Affiliates. Each agreed upon change shall be documented by an amendment in writing to the applicable Schedule.

Section 2.6.    Transitional Nature of Services. The Parties acknowledge the transitional nature of the Services and that Recipient shall be responsible with respect to transitioning off of the provision of Services. Provider agrees to reasonably cooperate with Recipient, upon Recipient’s written request, in the transition of the Services from Provider to Recipient (or its designee). Recipient agrees to use commercially reasonable efforts to reduce or eliminate its and its Affiliates’ dependency on each Service to the extent and as soon as is

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reasonably practicable. Recipient shall transition responsibility for the performance of Services from Provider to Recipient in a manner that minimizes, to the extent reasonably possible, disruption to the Parent Business or the SpinCo Business, as applicable, and the continuing operations of Provider and its relevant Affiliates. Provider shall have no obligation to perform any Services following the Term. The Parties acknowledge and agree that time is of the essence with respect to the foregoing in this Section 2.6.

Section 2.7.    Subcontracting. Provider may, upon Recipient’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed, hire or engage one (1) or more Third Parties to perform any or all of its obligations under this Agreement; provided, however, that (a) Provider shall use the same degree of care (but at least reasonable care) in selecting each such Third Party as it would if such Third Party was being retained to provide similar services to Provider and (b) Provider shall in all cases remain responsible (as primary obligor) for all of its obligations under this Agreement with respect to the scope of the Services, the performance standard for Services set forth in Section 2.2(a), 2.2(b) and 2.2(c) and the content of the Services provided to Recipient. Provider shall be liable for any breach of its obligations under this Agreement by any Third-Party service provider engaged by Provider. Subject to the confidentiality provisions set forth in Article V, Provider shall, and shall cause its Affiliates to, provide, upon fifteen (15) business days’ prior written notice, any information within Provider’s or its Affiliates’ control that Recipient reasonably requests in connection with any Services being provided to Recipient by a Third Party, including any applicable invoices, agreements documenting the arrangements between such Third Party and Provider and other supporting documentation; provided, further, that Recipient shall make no more than one (1) such request per Third Party during any calendar quarter.

Section 2.8.    Contract Manager. Each Party shall appoint an individual to act as its primary point of operational contact for the administration and operation of this Agreement (each, a “Contract Manager”) who shall have overall responsibility for coordinating all activities undertaken by such Party hereunder, for acting as a day-to-day contact with the other Party, and for making available to the other Party the data, facilities, resources and other support services required for the performance of the services in accordance with the terms of this Agreement; provided that for each Service, the Contract Manager shall be permitted to delegate the foregoing responsibilities for such Service to an individual identified on the Schedules, and such representative shall be deemed to be the Contract Manager with respect to such Service. The initial Contract Managers for the Parties are set forth on the applicable Schedules. The Parties may change their respective Contract Managers from time to time upon notice to the other Party in accordance herewith.

Section 2.9.    Use of Services. Provider shall not be required to provide Services to any Person other than Recipient and its Subsidiaries. Recipient shall not, and shall not permit its or any of its Subsidiaries’ Representatives to, resell any Services to any Third Party or permit the use of any Services by any Third Party.

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ARTICLE III

BILLING; TAXES

Section 3.1.    Procedure. Charges for the Services shall be charged to and payable by Recipient. Amounts payable pursuant to this Agreement shall be paid by wire transfer or Automated Clearing House payment (or such other method of payment as may be agreed between the Parties from time to time) to Provider (as directed by Provider). An invoice detailing all recurring fees, one time charges, approved Additional Services and out-of-pocket expenses shall be prepared by Provider and sent to Recipient by the 15th of each month. All amounts due shall be payable within thirty (30) days of Recipient’s receipt of the monthly invoice. Provider shall include reasonable documentation pursuant to Section 2.3. All amounts due and payable hereunder shall be paid in U.S. dollars. In the event of any billing dispute, Recipient shall promptly pay any undisputed amount.

Section 3.2.    Late Payments. Charges not paid when due pursuant to this Agreement and which are not disputed in good faith (and any amounts billed or otherwise invoiced or demanded and properly payable that are not paid within thirty (30) days of the receipt of such bill, invoice or other demand) shall accrue interest at a rate per annum equal to the Prime Rate plus two percent (2%) (the “Interest Payment”). Failure to pay such Charges due hereunder within ten (10) days from receipt of a non-payment notice from Provider pursuant to the terms of this Agreement shall constitute Recipient’s failure to perform a material obligation under Section 4.2(b) and Service Provider may terminate this Agreement with respect to the applicable Service for which such payment failure applies under Section 4.2(b) (after the applicable cure period set forth therein).

Section 3.3.    Taxes. Without limiting any provisions of this Agreement, Recipient shall bear any and all Taxes and other similar charges (and any related interest and penalties) imposed on, or payable with respect to, any fees or charges, including any Charges, payable by it pursuant to this Agreement, including all sales, use, value-added, and similar Taxes, but excluding any Taxes on Provider’s income. Notwithstanding anything to the contrary in the previous sentence or elsewhere in this Agreement, Recipient shall be entitled to withhold from any payments to Provider any such Taxes that Recipient is required by applicable Law to withhold and shall pay such Taxes to the applicable Taxing Authority.

Section 3.4.    No Set-Off. Except as mutually agreed to in writing by Provider and Recipient, neither Recipient nor any of its Affiliates shall have any right of set-off or other similar rights with respect to any amounts owed to Provider or any of its Subsidiaries pursuant to this Agreement on account of any obligation owed by Provider or any of its Subsidiaries to Recipient or any of its Subsidiaries.

ARTICLE IV

TERM AND TERMINATION

Section 4.1.    Term. This Agreement shall commence at the Effective Time and shall terminate upon the earliest to occur of (a) the last date on which Provider is obligated to provide any Service to Recipient in accordance with the terms of this Agreement; (b) the mutual

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written agreement of the Parties to terminate this Agreement in its entirety; and (c) the date that is the two (2)-year anniversary of the Distribution Date (the “Term”). Unless otherwise terminated pursuant to Section 4.2, this Agreement shall terminate with respect to each Service as of the close of business on the last day of the Service Period for such Service.

Section 4.2.    Early Termination.

(a)    Without prejudice to Recipient’s rights with respect to Force Majeure, Recipient may terminate any Service set forth on any part of the Schedules hereto without terminating all or any other Services set forth on the same Schedule as such terminated Service; provided, however, that Recipient must terminate the entirety of any Service, and not just a portion thereof:

(i)    for any reason or no reason, upon the giving of at least forty-five (45) days’ prior written notice (or such other number of days specified in the Schedules hereto) to Provider, unless prohibited by the applicable Schedule hereto; provided, however, that any such termination (x) may not be effective prior to the end of the Minimum Service Period, (y) may only be effective as of the last day of a month and (z) shall be subject to the obligation to pay any applicable Termination Charges pursuant to Section 4.5; or

(ii)    if Provider has failed to perform any of its material obligations under this Agreement with respect to such Service, and such failure to perform materially and adversely affects the provision of such Service or Recipient or an Affiliate thereof or the SpinCo Business or the Parent Business, as applicable, and such failure shall continue to be uncured by Provider for a period of at least ninety (90) days after receipt by Provider of written notice of such failure from Recipient; provided, however, that Recipient shall not be entitled to terminate this Agreement with respect to the applicable Service if, as of the end of such period, there remains a good-faith Dispute between the Parties (undertaken in accordance with the terms of Section 7.16) as to whether Provider has cured the applicable breach.

(b)    Provider may terminate this Agreement with respect to the entirety or portion of any Service at any time upon prior written notice to Recipient if Recipient has failed to perform any of its material obligations under this Agreement with respect to such Service, including making payment of Charges, which are not disputed in good faith, for such Service when due, and such failure shall continue to be uncured by Recipient for a period of at least ninety (90) days (or thirty (30) days in the event of a failure to make payment of Charges which are not disputed in good faith for such Service when due) after receipt by Recipient of a written notice of such failure from Provider; provided, however, that Provider shall not be entitled to terminate this Agreement with respect to the applicable Service if, as of the end of such period, there remains a good-faith Dispute between the Parties (undertaken in accordance with the terms of Section 7.16) as to whether Recipient has cured the applicable breach.

(c)    Parent may terminate this Agreement with respect to all Services if there is a SpinCo Change of Control.

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(d)    The Schedules hereto shall be updated to reflect any terminated Service.

Section 4.3.    Extension of Services. Upon written notice by Recipient to Provider at least sixty (60) days prior to the end of the applicable Service Period for any Service (unless the Schedules hereto specify that such Service is not eligible for extension), Recipient shall have the right to request that Provider extend the Service Period of any Service so that such Service ends on the earlier of (a) ninety (90) days following the last date on which Service Provider is obligated to provide such Service in accordance with the terms of this Agreement and (b) the Term (each such extension, a “Service Extension”). If Provider agrees to provide such Service during the requested Service Extension period, then (i) the Parties shall in good faith negotiate the terms of an amendment to the Schedules hereto, which amendment shall be consistent with the terms of the applicable Service; and (ii) the Charge for such Service during the Service Extension period shall be equal to one hundred percent (100%) of the Charge for such Service. Notwithstanding the foregoing, the Service Period of any particular Service may not be extended more than once. Each amendment of the Schedules hereto, as agreed to in writing by the Parties, shall be deemed part of this Agreement as of the date of such agreement and any Services provided pursuant to such Service Extensions shall be deemed “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement.

Section 4.4.    Interdependencies. The Parties acknowledge and agree that (a) there may be interdependencies among the Services being provided under this Agreement; (b) upon the request of either Party, the Parties shall cooperate and act in good faith to determine whether (i) any such interdependencies exist with respect to the particular Service that Recipient is seeking to terminate pursuant to Section 4.2, and (ii) in the case of such termination, Provider’s ability to provide a particular Service in accordance with this Agreement would be materially and adversely affected by such termination of another Service; and (c) in the event that the Parties have determined that such interdependencies exist and such termination would materially and adversely affect Provider’s ability to provide a particular Service in accordance with this Agreement, the Parties shall (i) negotiate in good faith to amend the Schedules hereto with respect to such impacted Service prior to such termination, which amendment shall be consistent with the terms of comparable Services, and (ii) if after such negotiation, the Parties are unable to agree on such amendment, Provider’s obligation to provide such Service shall terminate automatically with such termination.

Section 4.5.    Effect of Termination. Upon the termination of any Service pursuant to this Agreement, Provider shall have no further obligation to provide the terminated Service, and Recipient shall have no obligation to pay any future Charges relating to such Service; provided, however, that Recipient shall remain obligated to Provider for (a) the Charges owed and payable in respect of Services provided prior to the effective date of termination for such Service and (b) any applicable Termination Charges (which, in the case of clause (b), shall not be payable in the event that Recipient terminates any Service pursuant to Section 4.2(a)(ii)). In connection with the termination of any Service, the provisions of this Agreement not relating solely to such terminated Service shall survive any such termination, and in connection with a

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termination of this Agreement, Article I, this Article IV, Article VI and Article VII, all confidentiality obligations under this Agreement and Liability for all due and unpaid Charges and Termination Charges shall continue to survive indefinitely.

Section 4.6.    Information Transmission. Provider, on behalf of itself and its Subsidiaries, shall use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to Recipient, in accordance with Section 6.1 of the Separation and Distribution Agreement, any information received or computed by Provider for the benefit of Recipient concerning the relevant Service during the Service Period; provided, however, that, except as otherwise agreed to in writing by the Parties, (a) Provider shall not have any obligation to provide, or cause to be provided, information in any nonstandard format, (b) Provider and its Subsidiaries shall be reimbursed for their reasonable costs in accordance with Section 6.3 of the Separation and Distribution Agreement for creating, gathering, copying, transporting and otherwise providing such information and (c) Provider shall use commercially reasonable efforts to maintain any such information in accordance with Section 6.4 of the Separation and Distribution Agreement.

ARTICLE V

CONFIDENTIALITY; PROTECTIVE ARRANGEMENTS

Section 5.1.    Parent and SpinCo Obligations. Subject to Section 5.4, until the six (6)-year anniversary of the date of the termination of this Agreement in its entirety, each of Parent and SpinCo, on behalf of itself and each of its Subsidiaries, agrees to hold, and to cause its respective Representatives to hold, in strict confidence, with at least the same degree of care that applies to Parent’s Confidential Information pursuant to policies in effect as of the Effective Time, all Confidential Information concerning the other Party or its Subsidiaries or their respective businesses that is either in its possession (including Confidential Information in its possession prior to the date hereof) or furnished by such other Party or such other Party’s Subsidiaries or their respective Representatives at any time pursuant to this Agreement, and shall not use any such Confidential Information other than for such purposes as may be expressly permitted hereunder, except, in each case, to the extent that such Confidential Information (a) is in the public domain or is generally available to the public, other than as a result of a disclosure by such Party or any of its Subsidiaries or any of their respective Representatives in violation of this Agreement, (b) is lawfully acquired from other sources by such Party or any of its Subsidiaries, which sources are not themselves known by such Party or any of its Subsidiaries to be bound by a confidentiality obligation or other contractual, legal or fiduciary obligation of confidentiality with respect to such Confidential Information, (c) is independently developed or generated without reference to or use of the Confidential Information of the other Party or any of its Subsidiaries or (d) was in such Party’s or its Subsidiaries’ possession on a non-confidential basis prior to the time of disclosure to such Party and at the time of such disclosure was not known by such Party or any of its Subsidiaries to be prohibited from being disclosed by a confidentiality obligation or other contractual, legal or fiduciary obligation of confidentiality with respect to such Confidential Information. If any Confidential Information of a Party or any of its Subsidiaries is disclosed to the other Party or any of its Subsidiaries in connection with providing the Services, then such disclosed Confidential Information shall be used only as required to perform such Services.

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Section 5.2.    No Release; Return or Destruction. Each Party agrees (a) not to release or disclose, or permit to be released or disclosed, any Confidential Information of the other Party that was disclosed pursuant to Section 5.1 to any other Person, except its Representatives who need to know such Confidential Information in their capacities as such (who shall be advised of their obligations hereunder with respect to such Confidential Information) and except in compliance with Section 5.4, and (b) to use commercially reasonable efforts to maintain such Confidential Information in accordance with Section 6.4 of the Separation and Distribution Agreement. Without limiting the foregoing, when any such Confidential Information is no longer needed for the purposes contemplated by the Separation and Distribution Agreement, this Agreement or any other Ancillary Agreements, each Party will promptly after request of the other Party either return to the other Party all such Confidential Information in a tangible form (including all copies thereof and all notes, extracts or summaries based thereon) or notify the other Party in writing that it has destroyed such information (and such copies thereof and such notes, extracts or summaries based thereon); provided that the Parties may retain electronic back-up versions of such Confidential Information maintained on routine computer system back-up tapes, disks or other back-up storage devices; and provided, further, that any such retained back-up information shall remain subject to the confidentiality provisions of this Agreement.

Section 5.3.    Privacy and Data Protection Laws. Each Party shall comply with all applicable state, federal and foreign privacy and data protection Laws that are or that may in the future be applicable to the provision of the Services under this Agreement.

Section 5.4.    Protective Arrangements. In the event that a Party or any of its Subsidiaries either determines on the advice of its counsel that it is required to disclose any information pursuant to applicable Law or receives any request or demand under lawful process or from any Governmental Authority to disclose or provide information of the other Party (or any of its Subsidiaries) that is subject to the confidentiality provisions hereof, such Party shall notify the other Party (to the extent legally permitted) as promptly as practicable under the circumstances prior to disclosing or providing such information and shall cooperate, at the expense of the other Party, in seeking any appropriate protective order requested by the other Party. In the event that such other Party fails to receive such appropriate protective order in a timely manner and the Party receiving the request or demand reasonably determines that its failure to disclose or provide such information shall actually prejudice the Party receiving the request or demand, then the Party that received such request or demand may thereafter disclose or provide information to the extent required by such Law (as so advised by its counsel) or by lawful process or such Governmental Authority and will exercise reasonable efforts to obtain assurance that confidential treatment will be accorded to such Confidential Information, and the disclosing Party shall promptly provide the other Party with a copy of the information so disclosed, in the same form and format so disclosed, together with a list of all Persons to whom such information was disclosed, in each case to the extent legally permitted.

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ARTICLE VI

LIMITED LIABILITY AND INDEMNIFICATION

Section 6.1.    Limitations on Liability.

(a)    SUBJECT TO Section 6.2, THE LIABILITIES OF PROVIDER AND ITS SUBSIDIARIES AND THEIR RESPECTIVE REPRESENTATIVES, COLLECTIVELY, UNDER THIS AGREEMENT FOR ANY ACT OR FAILURE TO ACT IN CONNECTION HEREWITH (INCLUDING THE PERFORMANCE OR BREACH OF THIS AGREEMENT), OR FROM THE SALE, DELIVERY, PROVISION OR USE OF ANY SERVICES PROVIDED UNDER OR CONTEMPLATED BY THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, SHALL NOT EXCEED THE AGGREGATE CHARGES PAID OR PAYABLE TO SUCH PROVIDER BY RECIPIENT UNDER THIS AGREEMENT OVER THE PREVIOUS TWELVE (12) MONTHS OR SINCE THE DATE OF THIS AGREEMENT (IF PRIOR TO THE FIRST ANNIVERSARY OF THIS AGREEMENT) WITH RESPECT TO THE SERVICES GIVING RISE TO SUCH LIABILITY.

(b)    IN NO EVENT SHALL EITHER PARTY, ITS SUBSIDIARIES OR THEIR RESPECTIVE REPRESENTATIVES BE LIABLE TO THE OTHER PARTY FOR ANY LOST PROFITS, SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE, SPECULATIVE OR SIMILAR DAMAGES IN EXCESS OF COMPENSATORY DAMAGES OF THE OTHER PARTY IN CONNECTION WITH THE PERFORMANCE OF THIS AGREEMENT REGARDLESS OF WHETHER SUCH PARTY HAS BEEN NOTIFIED OF THE POSSIBILITY OF, OR THE FORESEEABILITY OF, SUCH DAMAGES (OTHER THAN ANY SUCH LIABILITY WITH RESPECT TO A THIRD-PARTY CLAIM), AND EACH PARTY HEREBY WAIVES ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND ITS REPRESENTATIVES ANY CLAIM FOR SUCH DAMAGES, WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE.

(c)    The limitations in Section 6.1(a) and Section 6.1(b) shall not apply in respect of any Liability arising out of or in connection with (i) either Party’s Liability for breaches of confidentiality under Article V, (ii) the Parties’ respective obligations under Section 6.3 or (iii) the willful misconduct or fraud of or by the Party to be charged.

Section 6.2.    Obligation to Re-Perform; Liabilities. In the event of any breach of this Agreement by Provider with respect to the provision of any Services (with respect to which Provider can reasonably be expected to re-perform in a commercially reasonable manner), Provider shall, at the request of Recipient, promptly correct in all material respects such error, defect or breach or re-perform in all material respects such Services at the sole cost and expense of Provider. The remedy set forth in this Section 6.2 shall be the sole and exclusive remedy of Recipient for any such breach of this Agreement; provided, however, that the foregoing shall not prohibit Recipient from exercising its right to terminate this Agreement in accordance with the provisions of Section 4.2(a) or seeking specific performance in accordance with Section 7.17. Any request for re-performance in accordance with this Section 6.2 by Recipient must be in writing and specify in reasonable detail the particular error, defect or breach, and such request

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must be made no more than one (1) month from the later of (x) the date on which such breach occurred and (y) the date on which such breach was reasonably discovered by Recipient.

Section 6.3.    Third-Party Claims. In addition to (but not in duplication of) its other indemnification obligations (if any) under the Separation and Distribution Agreement, this Agreement or any other Ancillary Agreement, Recipient shall indemnify, defend and hold harmless Provider, its Subsidiaries and each of their respective Representatives, and each of the successors and assigns of any of the foregoing (collectively, the “Provider Indemnitees”), from and against any and all claims of Third Parties relating to, arising out of or resulting from Recipient’s use or receipt of the Services provided by Provider hereunder, other than Third-Party Claims arising out of the gross negligence, willful misconduct or fraud of any Provider Indemnitee.

Section 6.4.    Provider Indemnity. In addition to (but not in duplication of) its other indemnification obligations (if any) under the Separation and Distribution Agreement, this Agreement or any other Ancillary Agreement, Provider shall indemnify, defend and hold harmless Recipient, its Subsidiaries and each of their respective Representatives, and each of the successors and assigns of any of the foregoing (collectively, the “Recipient Indemnitees”), from and against any and all Liabilities relating to, arising out of or resulting from the sale, delivery or provision of any Services provided by Provider hereunder, but only to the extent that such Liability relates to, arises out of or results from Provider’s gross negligence, willful misconduct or fraud.

Section 6.5.    Indemnification Procedures. The procedures for indemnification set forth in Article IV of the Separation and Distribution Agreement shall govern claims for indemnification under this Agreement.

ARTICLE VII

MISCELLANEOUS

Section 7.1.    Mutual Cooperation. Each Party shall, and shall cause its Subsidiaries to, cooperate with the other Party and its Subsidiaries in connection with the performance of the Services hereunder; provided, however, that such cooperation shall not unreasonably disrupt the normal operations of such Party or its Subsidiaries; and, provided, further, that this Section 7.1 shall not require such Party to incur any out-of-pocket costs or expenses, unless and except as expressly provided in this Agreement or otherwise agreed to in writing by the Parties.

Section 7.2.    Further Assurances. Subject to the terms of this Agreement, each Party shall take, or cause to be taken, any and all reasonable actions, including the execution, acknowledgment, filing and delivery of any and all documents and instruments that any other Party may reasonably request in order to effect the intent and purpose of this Agreement and the transactions contemplated hereby.

Section 7.3.    Audit Assistance. Each of the Parties and their respective Subsidiaries are or may be subject to regulation and audit by a Governmental Authority

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(including a Taxing Authority), standards organizations, customers or other parties to contracts with such Parties or their respective Subsidiaries under applicable Law, standards or contract provisions. If a Governmental Authority, standards organization, customer or other party to a contract with a Party or its Subsidiary exercises its right to examine or audit such Party’s or its Subsidiary’s books, records, documents or accounting practices and procedures pursuant to such applicable Law, standards or contract provisions, and such examination or audit relates to the Services, then the other Party shall provide, at the sole cost and expense of the requesting Party, all assistance reasonably requested by the Party that is subject to the examination or audit in responding to such examination or audits or requests for information, to the extent that such assistance or information is within the reasonable control of the cooperating Party and is related to the Services.

Section 7.4.    Intellectual Property Rights.

(a)    Except as expressly provided for under the terms of this Agreement or the Separation and Distribution Agreement, Recipient acknowledges that it shall acquire no right, title or interest (including any license rights or rights of use) in any Intellectual Property Right that is owned or licensed by Provider, by reason of the provision of the Services hereunder. Recipient shall not remove or alter any copyright, trademark, confidentiality or other proprietary notices that appear on any Intellectual Property Right owned or licensed by Provider, and Recipient shall reproduce any such notices on any and all copies thereof. Recipient shall not attempt to decompile, translate, reverse engineer or make excessive copies of any Intellectual Property Right owned or licensed by Provider, and Recipient shall promptly notify Provider of any such attempt, regardless of whether by Recipient or any Third Party, of which Recipient becomes aware.

(b)    Without affecting the rights and obligations of the Parties in the Separation and Distribution Agreement, with respect to each of the Services:

(i)    Recipient hereby grants to Provider a nonexclusive, nontransferable (subject to Section 7.8), worldwide right during the Service Period under Intellectual Property Rights owned or controlled by Recipient or any of its Affiliates that is required for its use of the Services or Provider’s provision of the Services only to the extent necessary and for the sole purpose of performing Provider’s obligations under this Agreement, and not for any other purpose; and

(ii)    Provider hereby grants to Recipient nonexclusive, nontransferable (subject to Section 7.8), worldwide right during the Service Period to use Intellectual Property Rights owned or controlled by Provider or any of its Affiliates that is required for its provision of the Services or Recipient’s use of the Services only to the extent necessary and for the sole purpose of receiving the Services under this Agreement, and not for any other purpose.

The limited rights granted in this Section 7.4 for each of the Services will terminate at the end of the applicable Service Period for such Service or the earlier termination of such Service in accordance with this Agreement, and will under no circumstances survive the termination or expiration of this Agreement.

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Section 7.5.    Independent Contractors. The Parties each acknowledge and agree that they are separate entities, each of which has entered into this Agreement for independent business reasons. The relationships of the Parties hereunder are those of independent contractors and nothing contained herein shall be deemed to create a joint venture, partnership or any other relationship between the Parties. Employees performing Services hereunder do so on behalf of, under the direction of, and as employees of, Provider, and Recipient shall have no right, power or authority to direct such employees, unless otherwise specified with respect to a particular Service on the Schedules hereto.

Section 7.6.    Counterparts; Entire Agreement; Corporate Power.

(a)    This Agreement may be executed in one (1) or more counterparts, all of which shall be considered one (1) and the same agreement, and shall become effective when one (1) or more counterparts have been signed by each of the Parties and delivered to the other Party.

(b)    This Agreement, the Separation and Distribution Agreement and the other Ancillary Agreements and the Exhibits, Schedules and appendices hereto and thereto contain the entire agreement between the Parties with respect to the subject matter hereof, supersede all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter, and there are no agreements or understandings between the Parties other than those set forth or referred to herein or therein. This Agreement, the Separation and Distribution Agreement, and the other Ancillary Agreements govern the arrangements in connection with the Separation and Distribution and would not have been entered into independently.

(c)    Parent represents on behalf of itself and, to the extent applicable, each of its Subsidiaries, and SpinCo represents on behalf of itself and, to the extent applicable, each of its Subsidiaries, as follows:

(i)    each such Person has the requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby; and

(ii)    this Agreement has been duly executed and delivered by it and constitutes a valid and binding agreement of it and is enforceable in accordance with the terms hereof.

(d)    Each Party acknowledges and agrees that delivery of an executed counterpart of a signature page to this Agreement (whether executed by manual, stamp or mechanical signature) by facsimile or by e-mail in portable document format (PDF) shall be effective as delivery of such executed counterpart of this Agreement. Each Party expressly adopts and confirms each such facsimile, stamp or mechanical signature (regardless of whether delivered in person, by mail, by courier, by facsimile or by e-mail in portable document format (PDF)) made in its respective name as if it were a manual signature delivered in person, agrees that it will not assert that any such signature or delivery is not adequate to bind such Party to the same extent as if it were signed manually and delivered in person and agrees that, at the reasonable request of the other Party at any time, it will as promptly as reasonably practicable

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cause this Agreement to be manually executed (any such execution to be as of the date of the initial date thereof) and delivered in person, by mail or by courier.

Section 7.7.    Governing Law. This Agreement (and any claims or disputes arising out of or related hereto or to the transactions contemplated hereby or to the inducement of any Party to enter herein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise) shall be governed by and construed and interpreted in accordance with the Laws of the State of Delaware, irrespective of the choice of Laws principles of the State of Delaware, including all matters of validity, construction, effect, enforceability, performance and remedies.

Section 7.8.    Assignability. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns; provided, however, that neither Party may assign its rights or delegate its obligations under this Agreement without the express prior written consent of the other Party. Notwithstanding the foregoing, Provider may assign this Agreement or all of its rights or obligations hereunder to any Affiliate without Recipient’s prior written consent (but with notice to the Recipient) solely to the extent such Affiliate can continue to deliver the Services hereunder without interruption.

Section 7.9.    Third-Party Beneficiaries. Except as provided in Article VI with respect to the Provider Indemnitees and the Recipient Indemnitees in their respective capacities as such, (a) the provisions of this Agreement are solely for the benefit of the Parties and are not intended to confer upon any other Person except the Parties any rights or remedies hereunder; and (b) there are no other third-party beneficiaries of this Agreement and this Agreement shall not provide any other Third Party with any remedy, claim, Liability, reimbursement, claim of action or other right in excess of those existing without reference to this Agreement.

Section 7.10.    Notices. All notices, requests, claims, demands or other communications under this Agreement shall be in writing and shall be given or made (and except as provided herein shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, by certified mail, return receipt requested, by facsimile, or by e-mail, so long as confirmation of receipt of such e-mail is requested and received, to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 7.10):

If to Parent, to:

MDU Resources Group, Inc.

1200 West Century Avenue

P.O. Box 5650

Bismarck, North Dakota 58506

Attention:    Jason Vollmer

E-mail: jason.vollmer@mduresources.com

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With a copy (which shall not constitute notice) to:

Attention:    Stephanie Sievert

E-mail:    stephanie.sievert@mduresources.com

If to SpinCo, to:

Everus Construction Group, Inc.

1730 Burnt Boat Drive

Bismarck, North Dakota 58503

Attention: Tom Nosbusch

E-mail:    tom.nosbusch@everus.com

With a copy (which shall not constitute notice) to:

Attention:    Jon Hunke

E-mail:    jon.hunke@everus.com

Any Party may, by notice to the other Party, change the address to which such notices are to be given.

Section 7.11.    Severability. If any provision of this Agreement or the application thereof to any Person or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, or the application of such provision to Persons or circumstances or in jurisdictions other than those as to which it has been held invalid or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. Upon such determination, the Parties shall negotiate in good faith in an effort to agree upon such a suitable and equitable provision to effect the original intent of the Parties.

Section 7.12.    Force Majeure. No Party shall be deemed in default of this Agreement for any delay or failure to fulfill any obligation hereunder (other than a payment obligation) so long as and to the extent to which any delay or failure in the fulfillment of such obligation is prevented, frustrated, hindered or delayed as a consequence of circumstances of Force Majeure. Without limiting the termination rights contained in this Agreement, in the event of any such excused delay, the time for performance of such obligation (other than a payment obligation) shall be extended for a period equal to the time lost by reason of the delay. A Party claiming the benefit of this provision shall, as soon as reasonably practicable after the occurrence of any such event, (a) provide written notice to the other Party of the nature and extent of any such Force Majeure condition; and (b) use commercially reasonable efforts to remove any such causes and resume performance under this Agreement as soon as reasonably practicable (and in no event later than the date that the affected Party resumes analogous performance under any other agreement for itself, its Affiliates or any Third Party), unless this Agreement has previously been terminated under Article IV or this Section 7.12.

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Section 7.13.    Headings. The Article, Section and Paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

Section 7.14.    Survival of Covenants. Except as expressly set forth in this Agreement, the covenants, representations and warranties and other agreements contained in this Agreement, and Liability for the breach of any obligations contained herein, shall survive the Effective Time and shall remain in full force and effect thereafter.

Section 7.15.    Waivers of Default. Waiver by any Party of any default by the other Party of any provision of this Agreement shall not be deemed a waiver by the waiving Party of any subsequent or other default, nor shall it prejudice the rights of the waiving Party. No failure or delay by any Party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall a single or partial exercise thereof prejudice any other right or further exercise thereof or the exercise of any other right, power or privilege.

Section 7.16.    Dispute Resolution.

(a)    In the event of any controversy, dispute or claim (a “Dispute”) arising out of or relating to any Party’s rights or obligations under this Agreement (whether arising in contract, tort or otherwise), calculation or allocation of the costs of any Service or otherwise arising out of or relating in any way to this Agreement (including the interpretation or validity of this Agreement), such Dispute shall be resolved in accordance with the dispute resolution process referred to in Article VII of the Separation and Distribution Agreement.

(b)    In any Dispute regarding the amount of a Charge or a Termination Charge, if such Dispute is finally resolved pursuant to the dispute resolution process set forth or referred to in Section 7.16(a) and it is determined that the Charge or the Termination Charge, as applicable, that Provider has invoiced Recipient, and that Recipient has paid to Provider, is greater or less than the amount that the Charge or the Termination Charge, as applicable, should have been, then (i) if it is determined that Recipient has overpaid the Charge or the Termination Charge, as applicable, Provider shall within ten (10) calendar days after such determination reimburse Recipient an amount of cash equal to such overpayment, plus the Interest Payment, accruing from the date of payment by Recipient to the time of reimbursement by Provider; and (ii) if it is determined that Recipient has underpaid the Charge or the Termination Charge, as applicable, Recipient shall within ten (10) calendar days after such determination reimburse Provider an amount of cash equal to such underpayment, plus the Interest Payment, accruing from the date such payment originally should have been made by Recipient to the time of payment by Recipient.

Section 7.17.    Specific Performance. Subject to Section 7.16, in the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the Party or Parties who are, or are to be, thereby aggrieved shall have the right to specific performance and injunctive or other equitable relief in respect of its rights or their rights under this Agreement, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative. The Parties agree that the remedies

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at law for any breach or threatened breach, including monetary damages, are inadequate compensation for any loss and that any defense in any Action for specific performance that a remedy at law would be adequate is waived. Any requirements for the securing or posting of any bond with such remedy are hereby waived by each of the Parties. Unless otherwise agreed in writing, Provider shall continue to provide Services and the Parties shall honor all other commitments under this Agreement during the course of dispute resolution pursuant to the provisions of Section 7.16 and this Section 7.17 with respect to all matters not subject to such Dispute; provided, however, that this obligation shall only exist during the term of this Agreement.

Section 7.18.    Amendments. No provisions of this Agreement shall be deemed waived, amended, supplemented or modified by a Party, unless such waiver, amendment, supplement or modification is in writing and signed by the authorized representative of the Party against whom enforcement of such waiver, amendment, supplement or modification is sought.

Section 7.19.    Precedence of Schedules. Each Schedule attached to or referenced in this Agreement is hereby incorporated into and shall form a part of this Agreement; provided, however, that the terms contained in such Schedule shall only apply with respect to the Services provided under that Schedule. In the event of a conflict between the terms contained in an individual Schedule and the terms in the body of this Agreement, the terms in the Schedule shall take precedence with respect to the Services under such Schedule only. No terms contained in individual Schedules shall otherwise modify the terms of this Agreement.

Section 7.20.    Interpretation. In this Agreement, (a) words in the singular shall be deemed to include the plural and vice versa and words of one gender shall be deemed to include the other genders as the context requires; (b) the terms “hereof,” “herein” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Schedules, Annexes and Exhibits hereto) and not to any particular provision of this Agreement; (c) Article, Section, Exhibit, Annex and Schedule references are to the Articles, Sections, Exhibits, Annexes and Schedules to this Agreement, unless otherwise specified; (d) unless otherwise stated, all references to any agreement shall be deemed to include the exhibits, schedules and annexes to such agreement; (e) the word “including” and words of similar import when used in this Agreement shall mean “including, without limitation,” unless otherwise specified; (f) the word “or” shall not be exclusive; (g) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (h) unless otherwise specified in a particular case, the word “days” refers to calendar days; (i) references to “business day” shall mean any day other than a Saturday, a Sunday or a day on which banking institutions are generally authorized or required by Law to close in the United States or Bismarck, North Dakota; (j) references herein to this Agreement or any other agreement contemplated herein shall be deemed to refer to this Agreement or such other agreement as of the date on which it is executed and as it may be amended, modified or supplemented thereafter, unless otherwise specified; and (k) unless expressly stated to the contrary in this Agreement, all references to “the date hereof,” “the date of this Agreement,” “hereby,” “hereupon” and words of similar import shall all be references to [●], 2024.

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Section 7.21.    Mutual Drafting. This Agreement shall be deemed to be the joint work product of the Parties and any rule of construction that a document shall be interpreted or construed against a drafter of such document shall not be applicable to this Agreement.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the date first written above.

MDU RESOURCES GROUP, INC.

By:

Name:

Nicole A. Kivisto

Title:

President and Chief Executive Officer

[Signature Page to Transition Services Agreement]

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the date first written above.

EVERUS CONSTRUCTION GROUP, INC.

By:

Name:

Jeffrey S. Thiede

Title:

President and Chief Executive Officer

[Signature Page to Transition Services Agreement]

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SCHEDULES

(attached)

Exhibit 10.2

TAX MATTERS AGREEMENT

DATED AS OF [•], 2024

BY AND BETWEEN

MDU RESOURCES GROUP, INC.

AND

EVERUS CONSTRUCTION GROUP, INC.

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TABLE OF CONTENTS

Page

Section 1.

Definition of Terms

2

Section 2.

Allocation of Tax Liabilities

12

Section 2.01

General Rule

12

Section 2.02

Allocation of United States Federal Income Tax and Federal Other Tax

12

Section 2.03

Allocation of State Income Tax and State Other Taxes

16

Section 2.04

Certain Transaction and Other Taxes

18

Section 2.05

Special Rules

18

Section 3.

Proration of Taxes for Straddle Periods

19

Section 3.01

General Method of Proration

19

Section 3.02

Transactions Treated as Extraordinary Item

19

Section 4.

Preparation and Filing of Tax Returns

19

Section 4.01

General

19

Section 4.02

Parent’s Responsibility

19

Section 4.03

SpinCo’s Responsibility

20

Section 4.04

Tax Accounting Practices

20

Section 4.05

Consolidated or Combined Tax Returns

20

Section 4.06

Right to Review Tax Returns

21

Section 4.07

SpinCo Carrybacks and Claims for Refund

22

Section 4.08

Apportionment of Earnings and Profits and Tax Attributes

22

Section 5.

Tax Payments

23

Section 5.01

Payment of Income Taxes with Respect to Joint Returns

23

Section 5.02

Indemnification Payments

25

Section 6.

Tax Benefits

25

Section 6.01

Tax Benefits

25

i

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Section 6.02

Parent and SpinCo Income Tax Deductions in Respect of Certain Equity Awards and Incentive Compensation

26

Section 7.

Tax-Free Status

27

Section 7.01

Tax Opinions/Rulings and Representation Letters

27

Section 7.02

Restrictions on SpinCo

27

Section 7.03

Restrictions on Parent

30

Section 7.04

Procedures Regarding Opinions and Rulings

30

Section 7.05

Liability for Tax-Related Losses

31

Section 7.06

Section 336(e) Election

33

Section 8.

Assistance and Cooperation

33

Section 8.01

Assistance and Cooperation

33

Section 8.02

Income Tax Return Information

34

Section 8.03

Reliance by Parent

34

Section 8.04

Reliance by SpinCo

35

Section 9.

Tax Records

35

Section 10.

Tax Contests

35

Section 10.01

Notice

35

Section 10.02

Control of Tax Contests

36

Section 11.

Effective Date; Termination of Prior Intercompany Tax Allocation Agreements

38

Section 12.

Survival of Obligations

39

Section 13.

Covenant Not to Sue

39

Section 14.

Survival of Indemnities

39

Section 15.

Treatment of Payments; Tax Gross Up

39

Section 15.01

Treatment of Tax Indemnity and Tax Benefit Payments

39

Section 15.02

Tax Gross Up

40

Section 15.03

Interest Under this Agreement

40

ii

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Section 16.

Disagreements

40

Section 16.01

Interaction with Article VII of the Separation and Distribution Agreement

40

Section 16.02

Dispute Resolution

40

Section 17.

Late Payments

41

Section 18.

Expenses

41

Section 19.

General Provisions

41

Section 19.01

Addresses and Notices

41

Section 19.02

Binding Effect

42

Section 19.03

Waiver

43

Section 19.04

Severability

43

Section 19.05

Authority

43

Section 19.06

Further Action

43

Section 19.07

Integration

43

Section 19.08

Construction

44

Section 19.09

No Double Recovery

44

Section 19.10

Counterparts

44

Section 19.11

Governing Law

44

Section 19.12

Jurisdiction

44

Section 19.13

Amendment

44

Section 19.14

SpinCo Subsidiaries

45

Section 19.15

Successors

45

Section 19.16

Injunctions

45

iii

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TAX MATTERS AGREEMENT

This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of [•], 2024, by and between MDU Resources Group, Inc., a Delaware corporation (“Parent”) and Everus Construction Group, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“SpinCo”) (Parent and SpinCo sometimes collectively referred to herein as the “Companies” and, as the context requires, individually referred to herein as a “Company”).

RECITALS

WHEREAS, the board of directors of Parent has determined that it is in the best interests of Parent and its stockholders to create a new publicly traded company that shall operate the SpinCo Business;

WHEREAS, in furtherance of the foregoing, the board of directors of Parent has determined that it is appropriate and desirable to separate the SpinCo Business from the Parent Business (the “Separation”) and, following the Separation, make a distribution, on a pro rata basis, to holders of Parent Shares on the Record Date of the outstanding SpinCo Shares (the “Distribution”);

WHEREAS, SpinCo has been incorporated solely for these purposes and has not engaged in activities, except in connection with the Separation and the Distribution;

WHEREAS, for U.S. federal income tax purposes, the Contribution and the Distribution, taken together, are intended to qualify as a transaction that is generally tax-free for U.S. federal income tax purposes under Sections 355 and 368(a)(1)(D) of the Code;

WHEREAS, in order to effectuate the Separation and the Distribution, Parent and SpinCo have entered into that certain Separation and Distribution Agreement, dated as of [•], 2024 (together with the Schedules, Exhibits and Appendices thereto, the “Separation and Distribution Agreement”);

WHEREAS, as of the date hereof, Parent is the common parent of an affiliated group of corporations, including SpinCo, which affiliated group has elected to file consolidated U.S. federal income tax returns;

WHEREAS, pursuant to the Separation and Distribution Agreement, Parent and SpinCo have agreed to separate the SpinCo Business from Parent by means of, among other actions, (i) the Contribution and (ii) the Distribution;

WHEREAS, as a result of the Distribution, SpinCo and its subsidiaries will cease to be members of the affiliated group (as that term is defined in Section 1504 of the Code) of which Parent is the common parent;

WHEREAS, the parties desire to provide for and agree upon the allocation between the Companies of liabilities for Taxes arising prior to, as a result of, and subsequent to the Distribution, and to provide for and agree upon other matters relating to Taxes; and

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WHEREAS, the Companies acknowledge that this Agreement, the Separation and Distribution Agreement and the other Ancillary Agreements represent the integrated agreement of Parent and SpinCo relating to the Separation and the Distribution, are being entered into together, and would not have been entered into independently.

NOW THEREFORE, in consideration of the mutual agreements contained herein, the parties hereby agree as follows:

Section 1.    Definition of Terms. For purposes of this Agreement (including the Recitals hereof), the following terms have the following meanings, and capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Separation and Distribution Agreement:

“1993 Tax Allocation Agreement” means the Consolidated Return and Income Tax Allocation Agreement, first effective as of January 1, 1993 (or such other date as is stated therein), between Parent and its Subsidiaries, and as amended effective as of June 1, 2007.

“2019 Tax Allocation Agreement” means the Consolidated Return and Tax Allocation Agreement, effective for the consolidated Return taxable year ending December 31, 2019 and subsequent years, between Parent and its Subsidiaries.

“Accounting Cutoff Date” means, with respect to SpinCo and any member of the SpinCo Group the Tax Items of which are included in the Parent Federal Consolidated Income Tax Return, any date as of the end of which there is a closing of the financial accounting records for such entity.

“Active Trade or Business” means the active conduct (as defined in Section 355(b)(2) of the Code and the regulations thereunder) by SpinCo and its “separate affiliated group” (as defined in Section 355(b)(3)(B) of the Code) of the SpinCo Business.

“Adjustment Request” means any formal or informal claim or request filed with any Tax Authority, or with any administrative agency or court, for the adjustment, refund, or credit of Taxes, including (a) any amended Tax Return claiming adjustment to the Taxes as reported on the Tax Return or, if applicable, as previously adjusted, (b) any claim for equitable recoupment or other offset, and (c) any claim for refund or credit of Taxes previously paid.

“Affiliate” means any entity that is directly or indirectly “controlled” by either the person in question or an Affiliate of such person. “Control,” for purposes of the definition of Affiliate, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through ownership of voting securities, by contract or otherwise. The term Affiliate shall refer to Affiliates of a person as determined immediately after the Distribution.

“Agreement” means this Tax Matters Agreement.

“Board Certificate” shall have the meaning set forth in Section 7.02(e).

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“Business Day” means any day other than a Saturday, a Sunday or a day on which banking institutions are generally authorized or required by law to close in the United States or Bismarck, North Dakota.

“Centennial” means (i) prior to the Centennial Merger, Centennial Energy Holdings, Inc., a Delaware corporation and a wholly owned subsidiary of Parent, and (ii) following the Centennial Merger, CEHI, LLC, a Delaware limited liability company disregarded as separate from Parent for U.S. federal income tax purposes.

“Centennial Merger” means the merger of Centennial Energy Holdings, Inc., a Delaware corporation and a wholly owned subsidiary of Parent, with and into CEHI, LLC, a Delaware limited liability company disregarded as separate from Parent for U.S. federal income tax purposes.

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“Companies” and “Company” shall have the meaning provided in the first sentence of this Agreement.

“Consolidated State Income Tax Benefit” shall have the meaning set forth in Section 2.03(a)(iii).

“Contribution” means the transfer by Parent (or an entity disregarded as separate from Parent for U.S. federal income tax purposes) directly to SpinCo, pursuant to the Separation and Distribution Agreement, of certain SpinCo Assets in actual or constructive exchange for (i) the issuance by SpinCo to Parent (or such disregarded entity) of SpinCo Shares, (ii) the assumption by SpinCo of certain SpinCo Liabilities and (iii) cash.

“Controlling Party” shall have the meaning set forth in Section 10.02(e)(i).

“Deconsolidation Date” means the last date on which SpinCo qualifies as a member of the affiliated group (as defined in Section 1504 of the Code) of which Parent is the common parent.

“Distribution” shall have the meaning set forth in the Recitals.

“Due Date” means with respect to a Tax Return, the date (taking into account all valid extensions) on which such Tax Return is required to be filed under applicable Law.

“Effective Time” has the meaning set forth in the Separation and Distribution Agreement.

“Employee Matters Agreement” has the meaning set forth in the Separation and Distribution Agreement.

“Estimated SpinCo Allocated Federal Income Tax Benefit” means, with respect to any required installment of estimated Taxes relating to a Parent Federal Consolidated Income Tax

3

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Return for any Pre-Deconsolidation Period, the absolute value of the sum of the estimated amounts allocable to the members of the SpinCo Group under Section 2.02(a)(ii) and Section 2.02(a)(iv) if such sum is zero or a negative number; otherwise zero.

“Estimated SpinCo Allocated Federal Income Tax Liability” means, with respect to any required installment of estimated Taxes relating to a Parent Federal Consolidated Income Tax Return for any Pre-Deconsolidation Period, the sum of the estimated amounts allocable to the members of the SpinCo Group under Section 2.02(a)(ii) and Section 2.02(a)(iv) if such sum is zero or a positive number; otherwise zero.

“Estimated SpinCo Allocated Income Tax Benefit” means the Estimated SpinCo Allocated Federal Income Tax Benefit or the Estimated SpinCo Allocated State Combined Income Tax Benefit, as applicable.

“Estimated SpinCo Allocated Income Tax Liability” means the Estimated SpinCo Allocated Federal Income Tax Liability or the Estimated SpinCo Allocated State Combined Income Tax Liability, as applicable.

“Estimated SpinCo Allocated State Combined Income Tax Benefit” means, with respect to any required installment of estimated Taxes relating to a Parent State Combined Income Tax Return for any Pre-Deconsolidation Period, the absolute value of the sum of the estimated amounts allocable to the members of the SpinCo Group under Section 2.03(a)(ii) and Section 2.03(a)(iii) if such sum is zero or a negative number; otherwise zero.

“Estimated SpinCo Allocated State Combined Income Tax Liability” means, with respect to any required installment of estimated Taxes relating to a Parent State Combined Income Tax Return for any Pre-Deconsolidation Period, the sum of the estimated amounts allocable to the members of the SpinCo Group under Section 2.03(a)(ii) and Section 2.03(a)(iii) if such sum is zero or a positive number; otherwise zero.

“Everus” means Everus Construction, Inc., a Delaware corporation and indirect subsidiary of Parent.

“Federal Income Tax” means any Tax imposed by Subtitle A of the Code, and any interest, penalties, additions to tax, or additional amounts in respect of the foregoing.

“Federal Other Tax” means any Tax imposed by the federal government of the United States of America (other than any Federal Income Taxes), and any interest, penalties, additions to tax, or additional amounts in respect of the foregoing.

“Fifty-Percent or Greater Interest” shall have the meaning ascribed to such term for purposes of Sections 355(d) and (e) of the Code.

“Filing Date” shall have the meaning set forth in Section 7.05(d).

“Final Determination” means the final resolution of liability for any Tax, which resolution may be for a specific issue or adjustment or for a Tax Period, (a) by IRS Form 870 or

4

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870-AD (or any successor forms thereto), on the date of acceptance by or on behalf of the taxpayer, or by a comparable form under the laws of a State, local, or foreign taxing jurisdiction, except that a Form 870 or 870-AD or comparable form shall not constitute a Final Determination to the extent that it reserves (whether by its terms or by operation of law) the right of the taxpayer to file a claim for refund or the right of the Tax Authority to assert a further deficiency in respect of such issue or adjustment or for such Tax Period (as the case may be); (b) by a decision, judgment, decree, or other order by a court of competent jurisdiction, which has become final and unappealable; (c) by a closing agreement or accepted offer in compromise under Sections 7121 or 7122 of the Code, or a comparable agreement under the laws of a State, local, or foreign taxing jurisdiction; (d) by any allowance of a refund or credit in respect of an overpayment of Tax, but only after the expiration of all periods during which such refund may be recovered (including by way of offset) by the jurisdiction imposing such Tax; (e) by a final settlement resulting from a treaty-based competent authority determination; or (f) by any other final disposition, including by reason of the expiration of the applicable statute of limitations or by mutual agreement of the parties.

“Group” means the Parent Group or the SpinCo Group, or both, as the context requires.

“Income Tax” means any Federal Income Tax or State Income Tax.

“Indemnitee” shall have the meaning set forth in Section 15.03.

“Indemnitor” shall have the meaning set forth in Section 15.03.

“Internal Restructuring” means (i) any internal restructuring (including by making or revoking any election under Treasury Regulations Section 301.7701-3) involving SpinCo or any of its subsidiaries or (ii) any direct or indirect contribution, sale or other transfer by SpinCo to any of its Subsidiaries of any of the assets contributed or transferred to SpinCo as part of the Contribution or pursuant to the Separation and Distribution Agreement.

“IRS” means the United States Internal Revenue Service.

“Joint Return” shall mean any Return of a member of the Parent Group or the SpinCo Group that is not a Separate Return.

“Non-Controlling Party” shall have the meaning set forth in Section 10.02(e)(i).

“Notified Action” shall have the meaning set forth in Section 7.04(a).

“Other Tax” means any Federal Other Tax or State Other Tax.

“Parent” shall have the meaning provided in the first sentence of this Agreement.

“Parent Adjustment” means any proposed adjustment by a Tax Authority or claim for refund asserted in a Tax Contest to the extent Parent would be exclusively liable for any resulting Tax under this Agreement or exclusively entitled to receive any resulting Tax Benefit under this Agreement.

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“Parent Affiliated Group” shall have the meaning provided in the definition of “Parent Federal Consolidated Income Tax Return.”

“Parent Federal Consolidated Income Tax Return” means any United States Federal Income Tax Return for the affiliated group (as that term is defined in Section 1504 of the Code and the regulations thereunder) of which Parent (or Montana-Dakota Utilities Co. or another member of the Parent Group) is or was the common parent (the “Parent Affiliated Group”).

“Parent Final Determination Adjustment” shall have the meaning set forth in Section 6.01(b).

“Parent Group” means Parent and its Affiliates, excluding any entity that is a member of the SpinCo Group.

“Parent Group Transaction Returns” shall have the meaning set forth in Section 4.04(b).

“Parent Separate Return” means any Separate Return of Parent or any member of the Parent Group.

“Parent State Combined Income Tax Return” means a consolidated, combined or unitary State Income Tax Return that includes, by election or otherwise, one or more members of the Parent Group and one or more members of the SpinCo Group.

“Past Practices” shall have the meaning set forth in Section 4.04(a).

“Payment Date” means (i) with respect to any Parent Federal Consolidated Income Tax Return, the due date for any required installment of estimated taxes determined under Section 6655 of the Code, the due date (determined without regard to extensions) for filing the Tax Return determined under Section 6072 of the Code, and the date the Tax Return is filed, and (ii) with respect to any other Tax Return, the corresponding dates determined under the applicable Tax Law.

“Payor” shall have the meaning set forth in Section 5.02(a).

“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization or a governmental entity or any department, agency or political subdivision thereof, without regard to whether any such entity is treated as disregarded for U.S. federal income tax purposes.

“Post-Deconsolidation Period” means any Tax Period beginning after the Deconsolidation Date, and, in the case of any Straddle Period, the portion of such Straddle Period beginning the day after the Deconsolidation Date.

“Pre-Deconsolidation Parent Group” means the Parent Affiliated Group, as determined on or prior to the Deconsolidation Date.

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“Pre-Deconsolidation Period” means any Tax Period ending on or before the Deconsolidation Date, and, in the case of any Straddle Period, the portion of such Straddle Period ending on the Deconsolidation Date.

“Privilege” means any privilege that may be asserted under applicable law, including, any privilege arising under or relating to the attorney-client relationship (including the attorney-client and work product privileges), the accountant-client privilege and any privilege relating to internal evaluation processes.

“Proposed Acquisition Transaction” means a transaction or series of transactions (or any “agreement,” “understanding” or “arrangement,” within the meaning of Section 355(e) of the Code and Treasury Regulation Section 1.355-7, or any other regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by SpinCo management or shareholders, is a hostile acquisition, or otherwise, as a result of which SpinCo would merge or consolidate with any other Person or as a result of which any Person or any group of Persons would (directly or indirectly) acquire, or have the right to acquire, from SpinCo and/or one or more holders of outstanding shares of SpinCo Capital Stock, a number of shares of SpinCo Capital Stock that would, when combined with any other changes in ownership of SpinCo Capital Stock pertinent for purposes of Section 355(e) of the Code, comprise 45% or more of (a) the value of all outstanding shares of stock of SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series, or (b) the total combined voting power of all outstanding shares of voting stock of SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series. Notwithstanding the foregoing, a Proposed Acquisition Transaction shall not include (A) the adoption by SpinCo of a shareholder rights plan or (B) issuances by SpinCo that satisfy Safe Harbor VIII (relating to acquisitions in connection with a person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulations Section 1.355-7(d). For purposes of determining whether a transaction constitutes an indirect acquisition, any recapitalization resulting in a shift of voting power or any redemption of shares of stock shall be treated as an indirect acquisition of shares of stock by the non-exchanging shareholders. This definition and the application thereof is intended to monitor compliance with Section 355(e) of the Code and shall be interpreted accordingly. Any clarification of, or change in, the statute or regulations promulgated under Section 355(e) of the Code shall be incorporated in this definition and its interpretation.

“Representation Letters” means the representation letters and any other materials (including, without limitation, a Ruling Request and any related supplemental submissions to the IRS) delivered or deliverable by, or on behalf of, Parent, SpinCo and others in connection with the rendering by Tax Advisors and/or the issuance by the IRS of the Tax Opinions/Rulings.

“Required Party” shall have the meaning set forth in Section 5.02(a).

“Responsible Company” means, with respect to any Tax Return, the Company having responsibility for preparing and filing such Tax Return under this Agreement.

“Retention Date” shall have the meaning set forth in Section 9.

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“Ruling” means a private letter ruling (including a supplemental private letter ruling) issued by the IRS to Parent pertaining to or in connection with the Contribution and the Distribution.

“Ruling Request” means any letter filed by Parent with the IRS requesting a ruling regarding certain tax consequences of the Transactions (including all attachments, exhibits, and other materials submitted with such ruling request letter) and any amendment or supplement to such ruling request letter.

“Section 336(e) Election” has the meaning set forth in Section 7.06.

“Section 7.02(e) Acquisition Transaction” means any transaction or series of transactions that is not a Proposed Acquisition Transaction but would be a Proposed Acquisition Transaction if the percentage reflected in the definition of Proposed Acquisition Transaction were 25% instead of 45%.

“Separate Return” means (a) in the case of any Tax Return of any member of the SpinCo Group (including any consolidated, combined or unitary return), any such Tax Return that does not include any member of the Parent Group and (b) in the case of any Tax Return of any member of the Parent Group (including any consolidated, combined or unitary return), any such Tax Return that does not include any member of the SpinCo Group.

“Separate Tax Return Liability” shall have the meaning set forth in Section 2.02(a)(iii).

“Separation” shall have the meaning set forth in the Recitals.

“Separation and Distribution Agreement” shall have the meaning set forth in the Recitals.

“Separation-Related Tax Contest” shall mean any Tax Contest in which the IRS, another Tax Authority or any other Person asserts a position that could reasonably be expected to adversely affect the Tax-Free Status of the Contribution or the Distribution.

“SpinCo” shall have the meaning provided in the first sentence of this Agreement, and references herein to SpinCo shall include any entity treated as a successor to SpinCo.

“SpinCo Adjustment” means any proposed adjustment by a Tax Authority or claim for refund asserted in a Tax Contest to the extent SpinCo would be exclusively liable for any resulting Tax under this Agreement or exclusively entitled to receive any resulting Tax Benefit under this Agreement.

“SpinCo Allocated Federal Income Tax Benefit” means, with respect to any Parent Federal Consolidated Income Tax Return for any Pre-Deconsolidation Period, the absolute value of the sum of the amounts allocated to the members of the SpinCo Group for such taxable period (or portion thereof) under Section 2.02(a)(ii) and Section 2.02(a)(iv) if such sum is zero or a negative number; otherwise zero.

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“SpinCo Allocated Federal Income Tax Liability” means, with respect to any Parent Federal Consolidated Income Tax Return for any Pre-Deconsolidation Period, the sum of the amounts allocated to the members of the SpinCo Group for such taxable period (or portion thereof) under Section 2.02(a)(ii) and Section 2.02(a)(iv) if such sum is zero or a positive number; otherwise zero.

“SpinCo Allocated Income Tax Benefit” means the SpinCo Allocated Federal Income Tax Benefit or the SpinCo Allocated State Combined Income Tax Benefit, as applicable.

“SpinCo Allocated Income Tax Liability” means the SpinCo Allocated Federal Income Tax Liability or the SpinCo Allocated State Combined Income Tax Liability, as applicable.

“SpinCo Allocated State Combined Income Tax Benefit” means, with respect to the relevant Parent State Combined Income Tax Returns for any Pre-Deconsolidation Period, the absolute value of the sum of the amounts allocated to the members of the SpinCo Group for such taxable period (or portion thereof) under Section 2.03(a)(ii) and Section 2.03(a)(iii) if such sum is zero or a negative number; otherwise zero.

“SpinCo Allocated State Combined Income Tax Liability” means, with respect to the relevant Parent State Combined Income Tax Returns for any Pre-Deconsolidation Period, the sum of the amounts allocated to the members of the SpinCo Group for such taxable period (or portion thereof) under Section 2.03(a)(ii) and Section 2.03(a)(iii) if such sum is zero or a positive number; otherwise zero.

“SpinCo Business” has the meaning set forth in the Separation and Distribution Agreement.

“SpinCo Capital Stock” means (i) all classes or series of capital stock of SpinCo, including the shares of common stock of SpinCo, (ii) all options, warrants and other rights to acquire such stock and (iii) all instruments properly treated as stock in SpinCo for U.S. federal income tax purposes.

“SpinCo Carryback” means any net operating loss, net capital loss, excess tax credit, or other similar Tax Item of any member of the SpinCo Group which may or must be carried from one Tax Period to another prior Tax Period under the Code or other applicable Tax Law.

“SpinCo Federal Consolidated Income Tax Return” means any United States federal Income Tax Return for the affiliated group (as that term is defined in Section 1504 of the Code) of which SpinCo is the common parent.

“SpinCo Group” means SpinCo and its Affiliates, as determined immediately after the Distribution.

“SpinCo Separate Return” means any Separate Return of SpinCo or any member of the SpinCo Group.

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“State Income Tax” means any Tax imposed by any State of the United States (or by any political subdivision of any such State) or the District of Columbia, in each case, which is imposed on or measured by net income, including state and local franchise or similar Taxes measured by net income, and any interest, penalties, additions to tax, or additional amounts in respect of the foregoing.

“State Other Tax” means any Tax imposed by any State of the United States (or by any political subdivision of any such State) or the District of Columbia, in each case, other than any State Income Taxes, and any interest, penalties, additions to tax, or additional amounts in respect of the foregoing.

“State Tax” means any State Income Taxes or State Other Taxes.

“Straddle Period” means any Tax Period that begins on or before and ends after the Deconsolidation Date.

“Tax” or “Taxes” means any income, gross income, gross receipts, profits, capital stock, franchise, withholding, payroll, social security, workers compensation, unemployment, disability, property, ad valorem, stamp, excise, escheat, severance, occupation, service, sales, use, license, lease, transfer, import, export, value added, alternative minimum, estimated or other tax (including any fee, assessment, or other charge in the nature of or in lieu of any tax) imposed by any governmental entity or political subdivision thereof, and any interest, penalties, additions to tax, or additional amounts in respect of the foregoing.

“Tax Advisor” means a United States tax counsel or accountant of recognized national standing.

“Tax Department Dispute” shall have the meaning set forth in Section 16.02.

“Tax Attribute” or “Attribute” shall mean a net operating loss, net capital loss, unused investment credit, unused foreign tax credit, excess charitable contribution, general business credit or any other Tax Item that could reduce a Tax.

“Tax Authority” means, with respect to any Tax, the governmental entity or political subdivision thereof that imposes such Tax, and the agency (if any) charged with the collection of such Tax for such entity or subdivision.

“Tax Benefit” or “Benefit” means any refund, credit, or other reduction in otherwise required Tax payments.

“Tax Contest” means an audit, review, examination, or any other administrative or judicial proceeding with the purpose or effect of redetermining Taxes (including any administrative or judicial review of any claim for refund).

“Tax Control” means the definition of “control” set forth in Section 368(c) of the Code (or in any successor statute or provision), as such definition may be amended from time to time.

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“Tax-Free Status” means the qualification of the Contribution and Distribution, taken together, (a) as a reorganization described in Sections 355(a) and 368(a)(1)(D) of the Code, (b) as a transaction in which the stock distributed thereby is “qualified property” for purposes of Sections 355(d), 355(e) and 361(c) of the Code, and (c) as a transaction in which the holders of Parent Shares recognize no income or gain for U.S. federal income tax purposes pursuant to Section 355 of the Code.

“Tax Item” means, with respect to any Income Tax, any item of income, gain, loss, deduction, credit, recapture of credit or any other item which increases or decreases Taxes paid or payable.

“Tax Law” means the law of any governmental entity or political subdivision thereof relating to any Tax.

“Tax Opinions/Rulings” means (i) the opinions of Wachtell, Lipton, Rosen & Katz and of other tax advisors of recognized national standing deliverable to Parent pertaining to or in connection with, and regarding the Federal Income Tax treatment of the Contribution and/or the Distribution and (ii) any Rulings.

“Tax Period” means, with respect to any Tax, the period for which the Tax is reported as provided under the Code or other applicable Tax Law.

“Tax Records” shall mean any Tax Returns, Tax Return workpapers, documentation relating to any Tax Contests, and any other books of account or records (whether or not in written, electronic or other tangible or intangible forms and whether or not stored on electronic or any other medium) required to be maintained under the Code or other applicable Tax Laws or under any record retention agreement with any Tax Authority.

“Tax-Related Losses” means (i) all federal, state, local and foreign Taxes (including interest and penalties thereon) imposed (or that would be imposed) pursuant to any settlement, Final Determination, judgment or otherwise, (ii) all accounting, legal and other professional fees, and court costs incurred in connection therewith, and (iii) all costs, expenses and damages associated with stockholder litigation or controversies and any amount paid by Parent (or any Parent Affiliate) or SpinCo (or any SpinCo Affiliate) in respect of the liability of shareholders, whether paid to shareholders or to the IRS or any other Tax Authority, in the case of each of clauses (i) through (iii), resulting from the failure of the Contribution or the Distribution to have Tax-Free Status.

“Tax Return” or “Return” means any report of Taxes due, any claim for refund of Taxes paid, any information return with respect to Taxes, or any other similar report, statement, questionnaire, declaration, or document filed or required to be filed under the Code or other Tax Law, including any attachments, exhibits, or other materials submitted with any of the foregoing, and including any amendments or supplements to any of the foregoing.

“Transactions” means the Contribution, the Distribution and the other transactions contemplated by the Separation and Distribution Agreement.

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“Treasury Regulations” means the regulations promulgated from time to time under the Code as in effect for the relevant Tax Period.

“Unqualified Tax Opinion” means an unqualified “will” opinion of a Tax Advisor, which Tax Advisor is acceptable to Parent, on which Parent may rely to the effect that a transaction will not affect the Tax-Free Status of the Contribution and the Distribution (taken together); provided that any tax opinion obtained in connection with a proposed acquisition of SpinCo Capital Stock entered into on or before the two-year anniversary of the Distribution Date shall not qualify as an Unqualified Tax Opinion unless such tax opinion also concludes that such proposed acquisition will not be treated as “part of a plan (or series of related transactions),” within the meaning of Section 355(e) of the Code and the Treasury Regulations promulgated thereunder, that includes the Distribution. Any such opinion must assume that the Contribution and Distribution (taken together) would have qualified for Tax-Free Status if the transaction in question did not occur.

Section 2.    Allocation of Tax Liabilities.

Section 2.01    General Rule.

(a)    Parent Liability. Parent shall be liable for, and shall indemnify and hold harmless the SpinCo Group from and against any liability for, Taxes which are allocated to Parent under this Section 2.

(b)    SpinCo Liability. SpinCo shall be liable for, and shall indemnify and hold harmless the Parent Group from and against any liability for, Taxes which are allocated to SpinCo under this Section 2.

Section 2.02    Allocation of United States Federal Income Tax and Federal Other Tax. Except as otherwise provided in Section 2.04, Federal Income Tax, Federal Income Tax Benefit and Federal Other Tax shall be allocated as follows:

(a)    Allocation with Respect to Parent Federal Consolidated Income Tax Returns for Pre-Deconsolidation Periods. With respect to any Parent Federal Consolidated Income Tax Return for any Pre-Deconsolidation Period:

(i)    (I) Parent shall be responsible for any and all Federal Income Taxes due or required to be reported on any such Tax Return (including any increase in such Tax as a result of a Final Determination) reduced by any SpinCo Allocated Federal Income Tax Liability (including any increase thereof as a result of a Final Determination), (II) SpinCo shall be responsible for any and all SpinCo Allocated Federal Income Tax Liability (including any increase thereof as a result of a Final Determination), (III) Parent shall be entitled to any Tax Benefit (including any increase in such Tax Benefit as a result of a Final Determination) reduced by any SpinCo Allocated Federal Income Tax Benefit (including any increase in such Tax Benefit as a result of a Final Determination), and (IV) SpinCo shall be entitled to any SpinCo Allocated Federal Income Tax Benefit (including any increase in such Tax Benefit as a result of a Final Determination) (but, in

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the case of clauses (II) and (IV), for the absence of doubt, not in duplication of net amounts paid or received, respectively, in the aggregate by the members of the SpinCo Group pursuant to the 2019 Tax Allocation Agreement or the 1993 Tax Allocation Agreement).

(ii)    The consolidated Federal Income Tax of the Pre-Deconsolidation Parent Group shall be allocated to the members of the Pre-Deconsolidation Parent Group based on the members’ Separate Tax Return Liability in accordance with Section 1552(a)(2) of the Code and Treasury Regulations Section 1.1552-1(a)(2). An additional amount (positive or negative) shall be allocated to each member, which amount (I) for members having a Separate Tax Return Liability that is greater than zero, shall be a positive amount equal to 100% of the excess, if any, of (A) the Separate Return Tax Liability of such member (computed in accordance with Treasury Regulations Section 1.1552-1(a)(2)(ii)), over (B) the tax liability allocated to such member in accordance with Treasury Regulations Section 1.1552-1(a)(2), and (II) for members having a Separate Tax Return Liability of zero, shall be a negative amount equal to each such member’s proportionate share of the aggregate amount described in the foregoing clause (I), allocated among such members based on the absolute value of the separate taxable loss of each such member for the period, determined in accordance with the principles of Section 2.02(a)(iii).

(iii)    The term “Separate Tax Return Liability,” as applied to each member of the Pre-Deconsolidation Parent Group, means the amount of Tax such member would owe for any Pre-Deconsolidation Period, computed as if it had filed a separate Tax Return for each such period, adjusted as follows:

(A)    (i) Gains and losses on intercompany transactions, as well as any transactions with respect to stock or obligations of any member shall be taken into account as provided in Treasury Regulation Section 1.1502-13, (ii) gains and losses relating to inventory adjustments shall be taken into account as provided in Treasury Regulations Section 1.1502-18, (iii) a dividend distributed by a member shall not be taken into account in computing any deductions for dividends paid under the Code, (iv) excess losses shall be included in income as provided in Treasury Regulations Section 1.1502-19, (v) except as may be required under Treasury Regulations Section 1.1502-13, in the computations of depreciation, property shall not lose its character as new property as a result of a transfer from one member to another member, (vi) in the computations of tax credits and recapture, Treasury Regulations Section 1.1502-3(f)(2) shall apply, and (vii) basis shall be determined under Treasury Regulations Section 1.1502-31 and 1.1502-32, and earnings and profits shall be determined under Treasury Regulations Section 1.1502-33.

(B)    In the event that a member’s standalone net operating loss in a taxable period has been taken into account in determining the amount of payments due pursuant to the 2019 Tax Allocation Agreement, the 1993 Tax Allocation

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Agreement or this Agreement, such loss shall not reduce such member’s taxable income for any other taxable period.

(C)    Subject to clause (B) above, net operating losses, tax credits, and other items which, under the Code, could have been carried forward or back by a member of the Pre-Deconsolidation Parent Group if it were filing a separate return (and which did not result in a current year consolidated tax benefit) shall be taken into account in allocating tax liability in the carryforward or carryback year, after taking into account any applicable limitations on the use of such losses, credits or other items (whether under Sections 382 or 383 of the Code, the "separate return limitation year" provisions of Treasury Regulations Section 1.1502-21, or otherwise).

(D)    For the absence of doubt, any expense of a member of the Pre-Deconsolidation Parent Group arising from an expense of Parent or Centennial that is reported on a Parent Federal Consolidated Income Tax Return and charged out to such member on the basis of a corporate overhead factor or a shared services overhead factor shall be taken into account (but not in duplication) in determining such member’s Separate Tax Return Liability.

(E)    Any adjustment or limitation related to interest deductions of Parent or Centennial that are reported on a Parent Federal Consolidated Income Tax Return shall be taken into account (i) if the limitation or adjustment specifically relates to a particular debt instrument, then (I) by the relevant member of the SpinCo Group insofar as such member of the SpinCo Group owed an intercompany obligation to Centennial or Parent, as applicable, corresponding to, and allocable to, the relevant debt instrument of Centennial or Parent, as applicable, or (II) by the relevant member of the Parent Group insofar as such member of the Parent Group owed an intercompany obligation to Centennial or Parent, as applicable, corresponding to, and allocable to, the relevant debt instrument of Centennial or Parent, as applicable, and (ii) insofar as the relevant debt instrument of Centennial or Parent, as applicable, does not correspond to or is not allocable to an intercompany obligation of any member of the Pre-Deconsolidation Parent Group (or if the limitation or adjustment does not specifically relate to a particular debt instrument), by the members of the Pre-Deconsolidation Parent Group that paid interest to Centennial or Parent, as applicable, pursuant to intercompany debt obligations owed to Centennial or Parent, as applicable, for the taxable period to which such Tax Return relates in proportion to the amount of interest each such member paid to Centennial or Parent, as applicable, for such period.

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(iv)    Notwithstanding anything to the contrary in this Section 2.02(a), the allocation to each member of the Pre-Deconsolidation Parent Group shall be determined by taking into account the following adjustments (without duplication):

(A)    An allocation to each member reflecting the portion of the Federal Income Tax of the Pre-Deconsolidation Parent Group applicable to capital gains (increased by the period’s consolidated benefit resulting from the reduction of the members’ net capital gains by other members’ net capital losses) based upon the proportion of the net capital gains of each member having net capital gains to the consolidated amount of net capital gains of members having net capital gains. Each period’s consolidated benefit resulting from the reduction of another member’s net capital gains shall be allocated proportionately to the members having net capital losses in proportion to the absolute value of such members’ respective net capital losses. In the event of a carry-forward or carry-back of capital losses, each member’s capital losses shall be taken into account for purposes of this allocation in the Pre-Deconsolidation Period, if any, in which such capital losses are used to reduce, and to the extent they reduce, the consolidated Federal Income Tax of the Pre-Deconsolidation Parent Group.

(B)    An allocation to each member reflecting the amount of available tax credits generated by such member for a taxable period; provided, however, that in the event that not all available tax credits are used to reduce the consolidated Federal Income Tax of the Pre-Deconsolidation Parent Group in a taxable period due to statutory limitations, each member that generated tax credits for such taxable period shall be allocated a portion of the credits that were used to reduce the consolidated Federal Income Tax of the Pre-Deconsolidation Parent Group in proportion to the amount of credits such member generated for such taxable period. In the event of a carry forward or carry back of tax credits, each member’s respective tax credits shall be taken into account for purposes of this allocation in the Pre-Deconsolidation Period, if any, in which such tax credits are used to reduce, and to the extent they reduce, the consolidated Federal Income Tax of the Pre-Deconsolidation Parent Group.

(b)    Allocation with Respect to Federal Separate Income Tax Returns. (i) Parent shall be responsible for any and all Federal Income Taxes due with respect to or required to be reported on any Parent Separate Return (including any increase in such Tax as a result of a Final Determination); (ii) SpinCo shall be responsible for any and all Federal Income Taxes due with respect to or required to be reported on any SpinCo Separate Return (including any increase in such Tax as a result of a Final Determination); (iii) with respect to any Parent Separate Return relating to Federal Income Taxes, Parent shall be entitled to any Tax Benefit; and (iv) with respect to any SpinCo Separate Return relating to Federal Income Taxes, SpinCo shall be entitled to any Tax Benefit.

(c)    Allocation of Federal Other Tax. (i) Parent shall be responsible for any and all Federal Other Taxes due with respect to or required to be reported on any Parent Separate Return

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or otherwise imposed on any member of the Parent Group; (ii) SpinCo shall be responsible for any and all Federal Other Taxes due with respect to or required to be reported on any SpinCo Separate Return or otherwise imposed on any member of the SpinCo Group; in each case, including any increase in such Tax as a result of a Final Determination.

Section 2.03    Allocation of State Income Tax and State Other Taxes. Except as otherwise provided in Section 2.04, State Income Tax, State Income Tax Benefit and State Other Tax shall be allocated as follows:

(a)    Allocation with Respect to Parent State Combined Income Tax Returns for Pre-Deconsolidation Periods. With respect to any Parent State Combined Income Tax Return for any Pre-Deconsolidation Periods:

(i)    (I) Parent shall be responsible for any and all State Income Taxes due or required to be reported on any such Tax Return (including any increase in such Tax as a result of a Final Determination) reduced by any SpinCo Allocated State Combined Income Tax Liability (including any increase in such Tax as a result of a Final Determination), (II) SpinCo shall be responsible for any and all SpinCo Allocated State Combined Income Tax Liability (including any increase in such Tax as a result of a Final Determination), (III) Parent shall be entitled to any Tax Benefit (including any increase in such Tax Benefit as a result of a Final Determination) reduced by any SpinCo Allocated State Income Tax Benefit (including any increase in such Tax Benefit as a result of a Final Determination), and (IV) SpinCo shall be entitled to any SpinCo Allocated State Income Tax Benefit (including any increase in such Tax Benefit as a result of a Final Determination) (but, in the case of clauses (II) and (IV), for the absence of doubt, not in duplication of net amounts paid or received, respectively, in the aggregate by the members of the SpinCo Group pursuant to the 2019 Tax Allocation Agreement or the 1993 Tax Allocation Agreement).

(ii)    State Income Taxes due or required to be reported on any Parent State Combined Income Tax Return for Pre-Deconsolidation Periods shall be allocated among the members of the Pre-Deconsolidation Parent Group based upon the amount of State Income Taxes each such member would have been liable for on a hypothetical stand-alone basis in each state. Such allocation shall be reduced (for the absence of doubt, to a positive or negative number or zero, and without duplication) by (I) the amount of Consolidated State Income Tax Benefit allocated to such member and (II) the amount of available tax credits generated by such member for a taxable period; provided, however, that in the event that not all available tax credits are used to reduce the consolidated, combined or unitary State Income Tax of the Pre-Deconsolidation Parent Group in a taxable period due to statutory limitations, the amount taken into account under this clause (II) for each member that generated tax credits for such taxable period shall be a portion of the credits that were used to reduce the consolidated, combined or unitary State Income Tax of the Pre-Deconsolidation Parent Group proportionate to the amount of credits such member generated for such taxable period. In the event of a carry-forward or carry-back of tax credits, each member’s respective tax credits shall be taken into account

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for purposes of this allocation in the Pre-Deconsolidation Period, if any, in which such tax credits are used to reduce, and to the extent they reduce, the consolidated, combined or unitary State Income Tax of the Pre-Deconsolidation Parent Group.

(iii)    “Consolidated State Income Tax Benefit” resulting from the filing of any Parent State Combined Income Tax Returns for a Pre-Deconsolidation Period means the excess of (I) the aggregate of all State Income Taxes for the members of the Pre-Deconsolidation Parent Group as would be computed for such members if each member were filing separately in each state where such member would be required to file on a separate basis for such taxable period, over (II) the aggregate of all State Income Taxes due or required to be reported on any Parent State Combined Income Tax Return filed for such taxable period, determined, in each case, without regard to tax credits generated by members of the Pre-Deconsolidation Parent Group for such taxable period taken into account pursuant to Section 2.03(a)(ii). The Consolidated State Income Tax Benefit for a taxable period shall be allocated among the members of the Pre-Deconsolidation Parent Group in a manner consistent with Parent’s past practice in interpreting and implementing the 2019 Tax Allocation Agreement, as determined by Parent in its reasonable discretion.

(b)    Allocation of State Income Tax with Respect to Separate Returns. (i) Parent shall be responsible for any and all State Income Taxes due with respect to or required to be reported on any Parent Separate Return (including any increase in such Tax as a result of a Final Determination); (ii) SpinCo shall be responsible for any and all State Income Taxes due with respect to or required to be reported on any SpinCo Separate Return (including any increase in such Tax as a result of a Final Determination); (iii) with respect to any Parent Separate Return relating to State Income Taxes, Parent shall be entitled to any State Income Tax Benefit; and (iv) with respect to any SpinCo Separate Return relating to State Income Taxes, SpinCo shall be entitled to any State Income Tax Benefit.

(c)    Allocation of State Other Tax. (i) Parent shall be responsible for any and all State Other Taxes due with respect to or required to be reported on any Parent Separate Return; (ii) SpinCo shall be responsible for any and all State Other Taxes due with respect to or required to be reported on any SpinCo Separate Return; (iii) SpinCo shall be responsible for any and all State Other Taxes due with respect to or required to be reported on any Joint Return for any Pre-Deconsolidation Period attributable to the SpinCo Business or the SpinCo Group (or any assets or activities thereof or relating thereto) or for which any member of the SpinCo Group would have been liable on a hypothetical stand-alone basis; and (iv) other than State Other Taxes for which SpinCo is responsible pursuant to the preceding clause (iii), Parent shall be responsible for any and all State Other Taxes due with respect to or required to be reported on any Joint Return for any Pre-Deconsolidation Period, in each case, including any increase in such Tax as a result of a Final Determination.

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Section 2.04    Certain Transaction and Other Taxes.

(a)    SpinCo Liability. SpinCo shall be liable for, and shall indemnify and hold harmless the Parent Group from and against any liability for:

(i)    any stamp, sales and use, gross receipts, value-added or other transfer Taxes imposed by any Tax Authority on any member of the SpinCo Group (if such member is primarily liable for such Tax) on the transfers occurring pursuant to the Transactions;

(ii)    any Tax resulting from a breach by SpinCo of any representation or covenant in this Agreement, the Separation and Distribution Agreement, any Ancillary Agreement, any Representation Letter or any Tax Opinion/Ruling; and

(iii)    any Tax-Related Losses for which SpinCo is responsible pursuant to Section 7.05 of this Agreement.

(b)    Parent Liability. Parent shall be liable for, and shall indemnify and hold harmless the SpinCo Group from and against any liability for:

(i)    any stamp, sales and use, gross receipts, value-added or other transfer Taxes imposed by any Tax Authority on any member of the Parent Group (if such member is primarily liable for such Tax) on the transfers occurring pursuant to the Transactions;

(ii)    any Tax resulting from a breach by Parent of any representation or covenant in this Agreement, the Separation and Distribution Agreement, any Ancillary Agreement, any Representation Letter or any Tax Opinion/Ruling; and

(iii)    any Tax-Related Losses for which Parent is responsible pursuant to Section 7.05 of this Agreement.

Section 2.05    Special Rules. The allocations pursuant to Section 2.02(a) and Section 2.03(a) are intended to be made in a manner consistent with Parent’s past practice in interpreting and implementing the 2019 Tax Allocation Agreement, as determined by Parent in its reasonable discretion. Parent shall determine the allocations of Tax and Tax Benefits described in Section 2.02(a) and Section 2.03(a) and the extent to which any amount has previously been paid, for purposes of Section 5.01(b)(i) and Section 5.01(c)(i), pursuant to the 2019 Tax Allocation Agreement or the 1993 Tax Allocation Agreement, in each case, in its reasonable discretion. Such determinations by Parent shall, in the absence of bad faith and mathematical error, be conclusive, final and binding on SpinCo and each member of the SpinCo Group. In connection with any relevant demand for payment by Parent under Section 5, Parent shall provide SpinCo with written notice containing a reasonably detailed summary of any such relevant determinations and timely respond to any reasonable requests from SpinCo for additional information with respect to any such determinations.

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Section 3.    Proration of Taxes for Straddle Periods.

Section 3.01    General Method of Proration. In the case of any Straddle Period, Tax Items shall be apportioned between Pre-Deconsolidation Periods and Post-Deconsolidation Periods in accordance with the principles of Treasury Regulations Section 1.1502-76(b) as interpreted and applied by Parent. With respect to the Parent Federal Consolidated Income Tax Return for the taxable year that includes the Distribution, Parent may determine in its sole discretion whether to make an election under Treasury Regulations Section 1.1502-76(b)(2)(ii) (relating to ratable allocation of a year’s items). SpinCo shall, and shall cause each member of the SpinCo Group to, take all actions necessary to give effect to any such election. If the Deconsolidation Date is not an Accounting Cutoff Date, the provisions of Treasury Regulations Section 1.1502-76(b)(2)(iii) will be applied to ratably allocate the items (other than extraordinary items) for the month which includes the Deconsolidation Date.

Section 3.02    Transactions Treated as Extraordinary Item. In determining the apportionment of Tax Items between Pre-Deconsolidation Periods and Post-Deconsolidation Periods, any Tax Items relating to the Transactions shall be treated as extraordinary items described in Treasury Regulations Section 1.1502-76(b)(2)(ii)(C) and shall (to the extent occurring on or prior to the Deconsolidation Date) be allocated to Pre-Deconsolidation Periods, and any Taxes related to such items shall be treated under Treasury Regulations Section 1.1502-76(b)(2)(iv) as relating to such extraordinary items and shall (to the extent occurring on or prior to the Deconsolidation Date) be allocated to Pre-Deconsolidation Periods.

Section 4.    Preparation and Filing of Tax Returns.

Section 4.01    General. Except as otherwise provided in this Section 4, Tax Returns shall be prepared and filed on or before their Due Date by the Person obligated to file such Tax Returns under the Code or applicable Tax Law. The Companies shall provide, and shall cause their Affiliates to provide, assistance and cooperation to one another in accordance with Section 8 with respect to the preparation and filing of Tax Returns, including by providing information required to be provided pursuant to Section 8.

Section 4.02    Parent’s Responsibility. Parent has the exclusive obligation and right to prepare and file, or to cause to be prepared and filed:

(a)    Parent Federal Consolidated Income Tax Returns for any Tax Periods ending on, before or after the Deconsolidation Date;

(b)    Parent State Combined Income Tax Returns and any other Joint Returns which Parent reasonably determines are required to be filed (or which Parent chooses to be filed) by the Companies or any of their Affiliates for Tax Periods ending on, before or after the Deconsolidation Date; and

(c)    Parent Separate Returns and SpinCo Separate Returns which Parent reasonably determines are required to be filed by the Companies or any of their Affiliates for Tax Periods

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ending on, before or after the Deconsolidation Date (limited, in the case of SpinCo Separate Returns, to such Returns for which the Due Date is on or before the Deconsolidation Date).

Section 4.03    SpinCo’s Responsibility. SpinCo shall prepare and file, or shall cause to be prepared and filed, all Tax Returns required to be filed by or with respect to members of the SpinCo Group other than those Tax Returns which Parent is required or entitled to prepare and file under Section 4.02. The Tax Returns required to be prepared and filed by SpinCo under this Section 4.03 shall include (a) any SpinCo Federal Consolidated Income Tax Return for Tax Periods ending after the Deconsolidation Date and (b) SpinCo Separate Returns for which the Due Date is after the Deconsolidation Date.

Section 4.04    Tax Accounting Practices.

(a)    General Rule. Except as otherwise provided in Section 4.04(b), with respect to any Tax Return that SpinCo has the obligation and right to prepare and file, or cause to be prepared and filed, under Section 4.03, for any Pre-Deconsolidation Period or any Straddle Period (or any taxable period beginning after the Deconsolidation Date to the extent items reported on such Tax Return could reasonably be expected to affect items reported on any Tax Return that Parent has the obligation or right to prepare and file for any Pre-Deconsolidation Period or any Straddle Period), such Tax Return shall be prepared in accordance with past practices, accounting methods, elections or conventions (“Past Practices”) used with respect to the Tax Returns in question (unless there is no reasonable basis for the use of such Past Practices or unless there is no adverse effect to Parent), and to the extent any items are not covered by Past Practices (or in the event that there is no reasonable basis for the use of such Past Practices or there is no adverse effect to Parent), in accordance with reasonable Tax accounting practices selected by SpinCo. Except as otherwise provided in Section 4.04(b), Parent shall prepare any Tax Return which it has the obligation and right to prepare and file, or cause to be prepared and filed, under Section 4.02, in accordance with reasonable Tax accounting practices selected by Parent.

(b)    Reporting of Transactions. The Tax treatment of the Transactions reported on any Tax Return shall be consistent with the treatment thereof in the Ruling Requests and the Tax Opinions/Rulings, unless there is no reasonable basis for such Tax treatment. The Tax treatment of the Transactions reported on any Tax Return for which SpinCo is the Responsible Company shall be consistent with that on any Tax Return filed or to be filed by Parent or any member of the Parent Group or caused or to be caused to be filed by Parent, in each case with respect to Pre-Deconsolidation Periods or with respect to Straddle Periods (“Parent Group Transaction Returns”), unless there is no reasonable basis for such Tax treatment. To the extent the Tax treatment relating to any aspect of the Transactions is not covered by the Ruling Requests, the Tax Opinions/Rulings or Parent Group Transaction Returns, the Companies shall report such Tax treatment on any and all Tax Returns as determined by Parent in its reasonable discretion.

Section 4.05    Consolidated or Combined Tax Returns. SpinCo will elect and join, and will cause its respective Affiliates to elect and join, in filing any Parent State Combined Income Tax Returns and any Joint Returns that Parent determines are required to be filed or that Parent chooses to file pursuant to Section 4.02(b). With respect to any SpinCo Separate Returns

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relating to any Tax Period (or portion thereof) ending on or prior to the Distribution Date, SpinCo will elect and join, and will cause its respective Affiliates to elect and join, in filing consolidated, unitary, combined, or other similar joint Tax Returns, to the extent each entity is eligible to join in such Tax Returns, if Parent reasonably determines that the filing of such Tax Returns is consistent with past reporting practices or otherwise so requests.

Section 4.06    Right to Review Tax Returns.

(a)    General. The Responsible Company with respect to any Tax Return shall make such Tax Return (or the relevant portions thereof) and related workpapers available for review by the other Company, if requested, to the extent (i) such Tax Return relates to Taxes for which the requesting party is or could reasonably be expected to be liable, (ii) the requesting party would reasonably be expected to be liable in whole or in part for any additional Taxes owing as a result of material adjustments to the amount of Taxes reported on such Tax Return, (iii) such Tax Return relates to Taxes for which the requesting party would reasonably be expected to have a claim for material Tax Benefits under this Agreement, (iv) reasonably necessary for the requesting party to confirm compliance with the terms of this Agreement or (v) such Tax Return is required by the requesting party to comply with its reporting obligations to the Securities and Exchange Commission; provided, however, that notwithstanding anything in this Agreement or any other agreement to the contrary, Parent shall not be required to make any Parent Federal Consolidated Income Tax Return or Parent State Combined Income Tax Return (or related workpapers) available for review by SpinCo; provided, further, however, that if any Parent Federal Consolidated Income Tax Return or Parent State Combined Income Tax Return (or related workpapers) would otherwise be required to be made available for review by SpinCo, Parent shall use commercially reasonable efforts to make pro formas of such Tax Returns (or workpapers) reflecting solely Tax Items of the SpinCo Group available for review by SpinCo. The Responsible Company shall use commercially reasonable efforts to make such Tax Return (or the relevant portions thereof or pro formas with respect thereto) available for review as required under this paragraph sufficiently in advance of the Due Date of such Tax Return to provide the requesting party with a meaningful opportunity to analyze and comment on such Tax Return and shall use commercially reasonable efforts to have such Tax Return modified before filing, taking into account the person responsible for payment of the Tax (if any) reported on such Tax Return and whether the amount of Tax liability with respect to such Tax Return is material. The Companies shall attempt in good faith to resolve any disagreement arising out of the review of such Tax Return; provided, however, that, notwithstanding any other provision of this Agreement or any other agreement, Parent shall be entitled to determine in its reasonable discretion the positions taken on any Parent Federal Consolidated Income Tax Return or Parent State Combined Income Tax Return.

(b)    Execution of Returns Prepared by Other Party. In the case of any Tax Return which is required to be prepared and filed by one Company under this Agreement and which is required by law to be signed by the other Company (or by its authorized representative), the Company which is legally required to sign such Tax Return shall not be required to sign such Tax Return under this Agreement if there is no reasonable basis for the Tax treatment of any item reported on the Tax Return.

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Section 4.07    SpinCo Carrybacks and Claims for Refund. SpinCo hereby agrees that, unless Parent consents in writing, (i) no Adjustment Request with respect to any Joint Return shall be filed and (ii) any available elections to waive the right to claim in any Pre-Deconsolidation Period with respect to any Joint Return any SpinCo Carryback arising in a Post-Deconsolidation Period shall be made, and no affirmative election shall be made to claim any such SpinCo Carryback; provided, however, that the parties agree that any such Adjustment Request shall be made with respect to any SpinCo Carryback related to U.S. federal or State Taxes, upon the reasonable request of SpinCo, if (a) such SpinCo Carryback is necessary to prevent the loss of the federal and/or State Tax Benefit of such SpinCo Carryback, (b) such Adjustment Request, based on Parent’s sole determination, will cause no Tax detriment to any member of the Parent Group and (c) such Adjustment Request, based on Parent’s sole determination, will not result in any unreimbursed expense for any member of the Parent Group. Any Adjustment Request which Parent consents to make under this Section 4.07 shall be prepared and filed by the Responsible Company for the Tax Return to be adjusted.

Section 4.08    Apportionment of Earnings and Profits and Tax Attributes.

(a)    If the Parent Affiliated Group has a Tax Attribute, the portion, if any, of such Tax Attribute apportioned to SpinCo or any member of the SpinCo Group or treated as a carryover to the first Post-Deconsolidation Period of SpinCo (or such member) shall be determined by Parent in accordance with Treasury Regulations Sections 1.1502-21, 1.1502-21T, 1.1502-22, 1.1502-79 and, if applicable, 1.1502-79A.

(b)    No Tax Attribute with respect to any consolidated Federal Income Tax of the Parent Affiliated Group, other than those described in Section 4.08(a), and no Tax Attribute with respect to any consolidated, combined or unitary State Income Tax, in each case, arising in respect of a Joint Return, shall be apportioned to SpinCo or any member of the SpinCo Group, except as Parent (or such member of the Parent Group as Parent shall designate) determines is required under applicable Tax Law.

(c)    To the extent required by applicable Tax Law or at SpinCo’s reasonable request, Parent shall, or shall cause its designee to determine, in its reasonable discretion, the portion, if any, of any Tax Attribute that must (absent a Final Determination to the contrary) be apportioned to SpinCo or any member of the SpinCo Group in accordance with this Section 4.08 and applicable law and the amount of Tax basis and earnings and profits to be apportioned to SpinCo or any member of the SpinCo Group in accordance with this Section 4.08 and applicable Tax Law, and shall provide written notice of a proposed calculation thereof to SpinCo as soon as reasonably practicable after Parent or its designee prepares such calculation. As soon as reasonably practicable following the delivery of such calculation, SpinCo shall provide written comments on such calculation to Parent, which comments Parent shall consider in good faith in its reasonable discretion. For the absence of doubt, Parent shall not be liable to SpinCo or any member of the SpinCo Group for any failure of any determination under this Section 4.08 to be accurate or sustained under applicable Tax Law, including as the result of any Final Determination. The costs of any earnings and profits, Tax basis or similar study necessary or

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appropriate to determine the apportionment of Tax Attributes hereunder shall be borne equally by Parent and SpinCo.

(d)    Any written notice delivered by Parent pursuant to Section 4.08(c) shall, in the absence of bad faith and mathematical error, be conclusive, final and binding on SpinCo and each member of the SpinCo Group. Except to the extent otherwise required by a change in applicable Tax Law or pursuant to a Final Determination, SpinCo shall not take any position (whether on a Tax Return or otherwise) that is inconsistent with the information contained in any such written notice.

Section 5.    Tax Payments.

Section 5.01    Payment of Income Taxes with Respect to Joint Returns. In the case of any Joint Return with respect to Income Taxes:

(a)    Computation and Payment of Tax Due. At least three Business Days prior to any Payment Date for any Tax Return, the Responsible Company shall compute the amount of Tax required to be paid to the applicable Tax Authority with respect to such Tax Return on such Payment Date. The Responsible Company shall pay such amount to such Tax Authority on or before such Payment Date (and provide notice and proof of payment to the other Company).

(b)    Computation and Payment of Liability with Respect To Estimated Tax Due. Within 30 days following the earlier of (i) the Payment Date for paying any required installment of estimated Taxes with respect to any such Tax Return or Taxes due with a request for extension of time to file or (ii) the date on which a required installment of estimated Taxes with respect to any such Tax Return is paid by the relevant Responsible Party or Taxes due with a request for extension of time to file are paid by the relevant Responsible Party:

(i)    if Parent is the Responsible Company, then SpinCo shall pay to Parent an amount equal to (I) the Estimated SpinCo Allocated Income Tax Liability relating to such installment or extension payment, plus (II) any amounts previously paid to any member of the SpinCo Group by any member of the Parent Group relating to such installment or extension payment under the 2019 Tax Allocation Agreement or the 1993 Tax Allocation Agreement, less (III) any amounts previously paid to any member of the Parent Group by any member of the SpinCo Group relating to such installment or extension payment under the 2019 Tax Allocation Agreement or the 1993 Tax Allocation Agreement, and less (IV) any Estimated SpinCo Allocated Income Tax Benefit related to such installment or extension payment; provided that if the amount otherwise payable by SpinCo to Parent under this clause (i) is negative, then SpinCo shall not pay any amount to Parent under this clause (i) and instead Parent shall pay to SpinCo the absolute value of such amount.

(ii)    The amounts payable under Section 5.01(b)(i) shall be increased by interest computed at the Prime Rate on the amount of the payment based on the number of days from the earlier of (I) the due date of such required installment of estimated Taxes or payment due with a request for extension of time to file or (II) the date on which

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such required installment of estimated Taxes or payment due with a request for extension to file is paid, to the date of payment.

(c)    Computation and Payment of Liability With Respect To Tax Due. Within 30 days following the earlier of (i) the Due Date for filing any such Tax Return (excluding any Tax Return with respect to payment of estimated Taxes or Taxes due with a request for extension of time to file) or (ii) the date on which such Tax Return is filed (excluding any Tax Return with respect to payment of estimated Taxes or Taxes due with a request for extension of time to file):

(i)     if Parent is the Responsible Company, then SpinCo shall pay to Parent an amount equal to (I) the SpinCo Allocated Income Tax Liability relating to such Tax Return, plus (II) any amounts previously paid to any member of the SpinCo Group by any member of the Parent Group relating to such Tax Return under the 2019 Tax Allocation Agreement or the 1993 Tax Allocation Agreement, less (III) any amounts previously paid to any member of the Parent Group by any member of the SpinCo Group relating to such Tax Return under the 2019 Tax Allocation Agreement or the 1993 Tax Allocation Agreement, less (IV) any SpinCo Allocated Income Tax Benefit related to such Tax Return, less (V) any amounts previously paid by SpinCo to Parent relating to such Tax Return pursuant to Section 5.01(b)(i) (for the absence of doubt, disregarding any interest paid pursuant to Section 5.01(b)(ii)), and plus (VI) any amounts previously paid by Parent to SpinCo relating to such Tax Return pursuant to Section 5.01(b)(i) (for the absence of doubt, disregarding any interest paid pursuant to Section 5.01(b)(ii)); provided that if the amount otherwise payable by SpinCo to Parent under this clause (i) is negative, then SpinCo shall not pay any amount to Parent under this clause (i) and instead Parent shall pay to SpinCo the absolute value of such amount.

(ii)    The amounts payable under Section 5.01(c)(i) shall be increased by interest computed at the Prime Rate on the amount of the payment based on the number of days from the earlier of (I) the Due Date of the Tax Return or (II) the date on which such Tax Return is filed, to the date of payment.

(d)    Adjustments Resulting in Underpayments. In the case of any adjustment pursuant to a Final Determination with respect to any such Tax Return, the Responsible Company shall pay to the applicable Tax Authority when due any additional Tax due with respect to such Tax Return required to be paid as a result of such adjustment pursuant to a Final Determination. The amount of such additional Tax attributable to the SpinCo Group and the Parent Group, respectively, shall be computed in accordance with Section 2. If the Responsible Company is Parent, SpinCo shall pay to Parent any amount for which SpinCo is responsible under Section 2 within 30 days following the later of (i) the date the additional Tax was paid by the Responsible Company or (ii) the date of receipt of a written notice and demand from the Responsible Company for payment of the amount due, accompanied by evidence of payment and a statement detailing the Taxes paid and describing in reasonable detail the particulars relating thereto. Any payments required under this Section 5.01(d) shall include interest computed at the Prime Rate based on the number of days from the date the additional Tax was paid by the Responsible Company to the date of the payment under this Section 5.01(d).

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Section 5.02    Indemnification Payments.

(a)    Subject to Section 7.05(d) and 7.05(e), if any Company (the “Payor”) is required under applicable Tax Law to pay to a Tax Authority a Tax that another Company (the “Required Party”) is liable for under this Agreement, the Required Party shall reimburse the Payor within 30 days of delivery by the Payor to the Required Party of an invoice for the amount due, accompanied by evidence of payment and a statement detailing the Taxes paid and describing in reasonable detail the particulars relating thereto; provided that the reimbursement shall include interest on the Tax payment computed at the Prime Rate based on the number of days from the date of the payment to the Tax Authority to the date of reimbursement under this Section 5.02.

(b)    All indemnification payments under this Agreement shall be made by Parent directly to SpinCo and by SpinCo directly to Parent, as applicable; provided, however, that if the Companies mutually agree with respect to any such indemnification payment, any member of the Parent Group, on the one hand, may make such indemnification payment to any member of the SpinCo Group, on the other hand, and vice versa.

Section 6.    Tax Benefits.

Section 6.01    Tax Benefits.

(a)    Except as otherwise provided in Section 2 or Section 5 or below in this Section 6, Parent shall be entitled to any refund (and any interest thereon received from the applicable Tax Authority) of Income Taxes and Other Taxes for which Parent is liable hereunder, SpinCo shall be entitled to any refund (and any interest thereon received from the applicable Tax Authority) of Income Taxes and Other Taxes for which SpinCo is liable hereunder (provided, however, that SpinCo shall not be entitled to any refund (or interest thereon received from the applicable Tax Authority) in duplication of amounts previously taken into account for purposes of payments pursuant to the 2019 Tax Allocation Agreement, the 1993 Tax Allocation Agreement or Section 2 or Section 5, any such refund (and interest thereon received from the applicable Tax Authority) to be for the account of Parent hereunder). A Company (the first Company) receiving a refund or other Tax Benefit to which another Company (the second Company) is entitled hereunder shall pay over such refund or Tax Benefit to the second Company within 30 days after such refund or Tax Benefit is received (without duplication, together with interest computed at the Prime Rate based on the number of days from the date the refund was received to the date the refund was paid over). The second Company, upon the request of the first Company, shall promptly repay the first Company the amount paid over pursuant to the preceding sentence (together with any penalties, interest or other charges imposed by the relevant Tax Authority) in the event that the first Company is required to repay such refund or Tax Benefit to such Tax Authority.

(b)    Notwithstanding Sections 2.02(a) and (b) and Sections 2.03(a) and (b): (i) if a member of the SpinCo Group actually realizes in cash any Tax Benefit as a result of an adjustment pursuant to a Final Determination to any Taxes for which a member of the Parent Group is liable hereunder (or to the tax basis or any Tax Attribute of a member of the Parent Group) (a “Parent Final Determination Adjustment”) and such Tax Benefit would not have

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arisen but for such adjustment (determined on a “with and without” basis), or if a member of the Parent Group actually realizes in cash any Tax Benefit as a result of an adjustment pursuant to a Final Determination to any Taxes for which a member of the SpinCo Group is liable hereunder (or to the tax basis or any Tax Attribute of a member of the SpinCo Group) and such Tax Benefit would not have arisen but for such adjustment (determined on a “with and without” basis), SpinCo or Parent, as the case may be, shall make a payment to either Parent or SpinCo, as appropriate, within 30 days following such actual realization of the Tax Benefit, in an amount equal to such Tax Benefit actually realized in cash (including any Tax Benefit actually realized as a result of the payment), plus interest on such amount computed at the Prime Rate based on the number of days from the date of such actual realization of the Tax Benefit to the date of payment of such amount under this Section 6.01(b) and (ii) in the case of a Parent Final Determination Adjustment, then, upon the written request of and at the expense of Parent, SpinCo shall (and, if applicable, shall cause the relevant member of the SpinCo Group to) amend any Tax Return thereof to the extent such amendment would result in a corresponding or correlative Tax Benefit (which shall include, without limitation, any step-up in tax basis).

(c)    No later than 30 days after a Tax Benefit described in Section 6.01(b) is actually realized in cash by a member of the Parent Group or a member of the SpinCo Group, Parent (if a member of the Parent Group actually realizes such Tax Benefit) or SpinCo (if a member of the SpinCo Group actually realizes such Tax Benefit) shall provide the other Company with a written calculation of the amount payable to such other Company by Parent or SpinCo pursuant to this Section 6. In the event that SpinCo or Parent disagrees with any such calculation described in this Section 6.01(c), Parent or SpinCo shall so notify the other Company in writing within 30 days of receiving the written calculation set forth above in this Section 6.01(c). Parent and SpinCo shall endeavor in good faith to resolve such disagreement, and, failing that, the amount payable under this Section 6 shall be determined by Parent in its reasonable discretion.

(d)    Notwithstanding Sections 2.02(a) and 2.03(a): (i) SpinCo shall be entitled to any refund that is attributable to, and would not have arisen but for, a SpinCo Carryback pursuant to, and in accordance with, the proviso set forth in Section 4.07, as determined by Parent in its reasonable discretion, and (ii) any such payment of such refund made by Parent to SpinCo pursuant to this Section 6.01(d) shall be recalculated in light of any Final Determination (or any other facts that may arise or come to light after such payment is made, such as a carryback of a Parent Group Tax Attribute to a Tax Period in respect of which such refund is received) that would affect the amount to which SpinCo is entitled, and an appropriate adjusting payment shall be made by SpinCo to Parent such that the aggregate amounts paid pursuant to this Section 6.01(d) equals such recalculated amount (with interest computed at the Prime Rate), as determined by Parent in its reasonable discretion.

Section 6.02    Parent and SpinCo Income Tax Deductions in Respect of Certain Equity Awards and Incentive Compensation. To the extent permitted by applicable law, solely the member of the Group for which the relevant individual is employed at the time of the vesting, exercise, disqualifying disposition, payment or other relevant taxable event, as appropriate, in respect of the equity awards and other incentive compensation described in Article IV of the Employee Matters Agreement (or, if such individual is not then employed by a member of any

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Group, the Group member at which such individual was most recently employed) shall be entitled to claim any Income Tax deduction in respect of such equity awards and other incentive compensation on its respective Tax Return associated with such event.

Section 7.    Tax-Free Status.

Section 7.01    Tax Opinions/Rulings and Representation Letters.

(a)    Each of SpinCo and Parent hereby represents and agrees that (A) it has carefully reviewed or will carefully review the Representation Letters prior to the date submitted and (B) subject to any qualifications therein, all information, representations and covenants contained in such Representation Letters that concern or relate to such Company or any member of its Group are and will be true, correct and complete.

(b)    If any Representation Letters have not yet been submitted, SpinCo and Parent shall use their commercially reasonable efforts and shall cooperate in good faith to finalize (or cause to be finalized) the same as soon as possible and to cause the same to be submitted to the Tax Advisors, the IRS or such other governmental authorities as Parent shall deem necessary or desirable. SpinCo and Parent shall take such other commercially reasonable actions as may be necessary or desirable to obtain any Tax Opinions/Rulings that have not yet been obtained.

(c)    SpinCo hereby represents and warrants that it has no plan or intention to take any action or to fail to take any action (or to cause or permit any member of its Group to take or fail to take any action), in each case, from and after the date hereof, that could reasonably be expected to cause any representation or statement made in this Agreement, the Separation and Distribution Agreement, the Representation Letters, or any of the Ancillary Agreements to be untrue.

(d)    SpinCo hereby represents and warrants that, during the period beginning two years before the Distribution Date and ending on the Distribution Date, there was no “agreement,” “understanding,” “arrangement,” “substantial negotiations” or “discussions” (as such terms are defined in Treasury Regulations Section 1.355-7(h)) by any one or more officers or directors of any member of the SpinCo Group or by any other person or persons with the implicit or explicit permission of one or more of such officers or directors regarding an acquisition, directly or indirectly, of all or a significant portion of the SpinCo Capital Stock (or any predecessor); provided, however, that no representation is made regarding any “agreement,” “understanding,” “arrangement,” “substantial negotiations” or “discussions” (as such terms are defined in Treasury Regulations Section 1.355-7(h)) by any one or more officers or directors of Parent.

Section 7.02    Restrictions on SpinCo.

(a)    SpinCo agrees that it will not take or fail to take, or cause or permit any SpinCo Affiliate to take or fail to take, any action where such action or failure to act would be inconsistent with or cause to be untrue any material, information, statement, covenant or representation in this Agreement, the Separation and Distribution Agreement, any of the

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Ancillary Agreements, any Representation Letters or any Tax Opinions/Rulings. SpinCo agrees that it will not take or fail to take, or permit any SpinCo Affiliate to take or fail to take, any action which prevents or could reasonably be expected to prevent (A) the Tax-Free Status (including the issuance of any SpinCo Capital Stock that would prevent the Distribution from qualifying as a tax-free distribution under Section 355 of the Code) or (B) any transaction contemplated by the Separation and Distribution Agreement, to the extent such transaction is intended by Parent to be tax-free or tax-advantaged, from so qualifying (it being agreed and understood that SpinCo shall not agree, and shall prevent any SpinCo Affiliate from agreeing, in any Tax Contest to any position that is inconsistent with the Tax treatment, as intended or determined by Parent, of the Transactions).

(b)    Pre-Distribution Period. During the period from the date hereof until the completion of the Distribution, SpinCo shall not take any action (including the issuance of SpinCo Capital Stock) or permit any SpinCo Affiliate to take any action if, as a result of taking such action, SpinCo could have a number of shares of SpinCo Capital Stock (computed on a fully diluted basis or otherwise) issued and outstanding, including by way of the exercise of stock options (whether or not such stock options are currently exercisable) or the issuance of restricted stock, that could cause Parent to cease to have Tax Control of SpinCo.

(c)    SpinCo agrees that, from the date hereof until the first day after the two-year anniversary of the Distribution Date, it will (i) maintain its status as a company engaged in the Active Trade or Business for purposes of Section 355(b)(2) of the Code and (ii) not engage in any transaction that would result in SpinCo ceasing to be a company engaged in the Active Trade or Business for purposes of Section 355(b)(2) of the Code, in the case of each of clauses (i) and (ii), taking into account Section 355(b)(3) of the Code.

(d)    SpinCo agrees that, from the date hereof until the first day after the two-year anniversary of the Distribution Date, it will not (i) enter into any Proposed Acquisition Transaction or, to the extent SpinCo has the right to prohibit (or cause to be prohibited) any Proposed Acquisition Transaction, permit any Proposed Acquisition Transaction to occur (whether by (I) redeeming rights under a shareholder rights plan, (II) finding a tender offer to be a “permitted offer” under any such plan or otherwise causing any such plan to be inapplicable or neutralized with respect to any Proposed Acquisition Transaction, or (III) approving any Proposed Acquisition Transaction, whether for purposes of Section 203 of the Delaware General Corporation Law or any similar corporate statute, any “fair price” or other provision of SpinCo’s charter or bylaws or otherwise), (ii) merge or consolidate with any other Person or liquidate or partially liquidate, (iii) in a single transaction or series of transactions, sell or transfer (other than sales or transfers of inventory in the ordinary course of business) all or substantially all of the assets that were transferred, directly or indirectly, to SpinCo pursuant to the Separation and Distribution Agreement or pursuant to the Contribution, or sell or transfer 30% or more of the gross assets of the Active Trade or Business or 30% or more of the consolidated gross assets of SpinCo and its Affiliates (such percentages to be measured based on fair market value as of the date of the Distribution, as applicable), (iv) redeem or otherwise repurchase (directly or through an Affiliate) any SpinCo stock, or rights to acquire stock, except (in the case of repurchases of SpinCo stock) to the extent such repurchases satisfy Section 4.05(1)(b) of Revenue Procedure

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96-30 (as in effect prior to the amendment of such Revenue Procedure by Revenue Procedure 2003-48), (v) amend its certificate of incorporation (or other organizational documents), or take any other action, whether through a stockholder vote or otherwise, affecting the voting rights of SpinCo Capital Stock (including, without limitation, through the conversion of one class of stock into another class of stock) or (vi) take any other action or actions (including any action or transaction that would be reasonably likely to be inconsistent with any representation or covenant made in the Representation Letters or the Tax Opinions/Rulings) which in the aggregate (and taking into account any other transactions described in this clause (d)) would be reasonably likely to have the effect of causing or permitting one or more persons (whether or not acting in concert) to acquire directly or indirectly stock representing a Fifty-Percent or Greater Interest in SpinCo or otherwise jeopardize the Tax-Free Status, unless, in each case, prior to taking any such action set forth in the foregoing clauses (i) through (vi), (A) SpinCo shall have requested that Parent obtain a Ruling in accordance with Section 7.04(b) and (d) of this Agreement to the effect that such transaction will not affect the Tax-Free Status and Parent shall have received such a Ruling in form and substance satisfactory to Parent in its sole and absolute discretion, which discretion shall be exercised in good faith solely to preserve the Tax-Free Status (and in determining whether a Ruling is satisfactory, Parent may consider, among other factors, the appropriateness of any underlying assumptions and management’s representations made in connection with such Ruling), or (B) SpinCo shall provide Parent with an Unqualified Tax Opinion in form and substance satisfactory to Parent in its sole and absolute discretion, which discretion shall be exercised in good faith solely to preserve the Tax-Free Status (and in determining whether an opinion is satisfactory, Parent may consider, among other factors, the appropriateness of any underlying assumptions and management’s representations if used as a basis for the opinion, and Parent may determine that no opinion would be acceptable to Parent) or (C) Parent shall have waived the requirement to obtain such Ruling or Unqualified Tax Opinion.

(e)    Certain Issuances of SpinCo Capital Stock. If SpinCo proposes to enter into any Section 7.02(e) Acquisition Transaction or if SpinCo, to the extent SpinCo has the right to prohibit (or cause to be prohibited) any Section 7.02(e) Acquisition Transaction, proposes to permit any Section 7.02(e) Acquisition Transaction to occur, in each case, during the period from the date hereof until the first day after the two-year anniversary of the Distribution Date, SpinCo shall provide Parent, no later than 10 days following the signing of any written agreement (by SpinCo or any SpinCo Affiliate) with respect to the Section 7.02(e) Acquisition Transaction, with a written description of such transaction (including the type and amount of SpinCo Capital Stock, as the case may be, to be issued in such transaction) and a certificate of the Board of Directors of SpinCo to the effect that the Section 7.02(e) Acquisition Transaction is not a Proposed Acquisition Transaction or any other transaction to which the requirements of Section 7.02(d) apply (a “Board Certificate”).

(f)    SpinCo Internal Restructuring. SpinCo shall not engage in, cause or permit any Internal Restructuring during or with respect to any Tax Period (or portion thereof) ending on or prior to the Distribution Date without obtaining the prior written consent of Parent (such prior written consent not to be unreasonably withheld), other than pursuant to the Plan of Reorganization. SpinCo shall provide written notice to Parent describing any Internal

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Restructuring proposed to be taken during or with respect to any Tax Period (or portion thereof) beginning after the Distribution Date and ending on or prior to the two-year anniversary of the Distribution Date and shall consult with Parent regarding any such proposed actions reasonably in advance of taking any such proposed actions and shall consider in good faith any comments from Parent relating thereto.

Section 7.03    Restrictions on Parent. Parent agrees that it will not take or fail to take, or cause or permit any member of the Parent Group to take or fail to take, any action where such action or failure to act would be inconsistent with or cause to be untrue any material, information, statement, covenant or representation in this Agreement, the Separation and Distribution Agreement, any of the Ancillary Agreements, any Representation Letters or any Tax Opinions/Rulings. Parent agrees that it will not take or fail to take, or cause or permit any member of the Parent Group to take or fail to take, any action which prevents or could reasonably be expected to prevent (A) the Tax-Free Status or (B) any transaction contemplated by the Separation and Distribution Agreement, to the extent such transaction is intended by Parent as of the date hereof to be tax-free or tax-advantaged, from so qualifying; provided, however, that this Section 7.03 shall not be construed as obligating Parent to consummate the Distribution without the satisfaction or waiver of all conditions set forth in Section 3.3 of the Separation and Distribution Agreement nor shall it be construed as preventing Parent from terminating the Separation and Distribution Agreement pursuant to Section 9.1 thereof.

Section 7.04    Procedures Regarding Opinions and Rulings.

(a)    If SpinCo notifies Parent that it desires to take one of the actions described in clauses (i) through (vi) of Section 7.02(d) (a “Notified Action”), Parent and SpinCo shall reasonably cooperate to attempt to obtain the Ruling or Unqualified Tax Opinion referred to in Section 7.02(d), unless Parent shall have waived the requirement to obtain such Ruling or Unqualified Tax Opinion.

(b)    Rulings or Unqualified Tax Opinions at SpinCo’s Request. Parent agrees that, at the reasonable request of SpinCo pursuant to Section 7.02(d), Parent shall cooperate with SpinCo and use reasonable efforts to seek to obtain, as expeditiously as possible, a Ruling from the IRS or an Unqualified Tax Opinion for the purpose of permitting SpinCo to take the Notified Action. Further, in no event shall Parent be required to file a request for any such Ruling under this Section 7.04(b), unless SpinCo represents that (A) it has read such request, and (B) all information and representations, if any, relating to any member of the SpinCo Group, contained in such request (or in any documents relating thereto) are (subject to any qualifications therein) true, correct and complete. SpinCo shall reimburse Parent for all reasonable costs and expenses incurred by the Parent Group in preparing and filing any such request and in obtaining a Ruling or an Unqualified Tax Opinion requested by SpinCo within 10 Business Days after receiving an invoice from Parent therefor.

(c)    Rulings or Unqualified Tax Opinions at Parent’s Request. Parent shall have the right to obtain a Ruling or an Unqualified Tax Opinion at any time in its sole and absolute discretion. If Parent determines to obtain a Ruling or an Unqualified Tax Opinion, SpinCo shall (and shall cause each Affiliate of SpinCo to) cooperate with Parent and take any and all actions

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reasonably requested by Parent in connection with obtaining the Ruling or Unqualified Tax Opinion (including, without limitation, by making any representation or covenant or providing any materials or information requested by the IRS or Tax Advisor; provided that SpinCo shall not be required to make (or cause any Affiliate of SpinCo to make) any representation or covenant that is inconsistent with historical facts or as to future matters or events over which it has no control). Parent and SpinCo shall each bear its own costs and expenses in obtaining a Ruling or an Unqualified Tax Opinion requested by Parent.

(d)    SpinCo hereby agrees that Parent shall have sole and exclusive control over the process of obtaining any Ruling, and that only Parent shall apply for a Ruling. In connection with obtaining a Ruling pursuant to Section 7.04(b), (A) Parent shall keep SpinCo informed in a timely manner of all material actions taken or proposed to be taken by Parent in connection therewith; (B) Parent shall (1) reasonably in advance of the submission of any documents relating to the request for such Ruling, provide SpinCo with a draft copy thereof, (2) reasonably consider SpinCo’s comments on such draft copy, and (3) provide SpinCo with a final copy; and (C) Parent shall provide SpinCo with notice reasonably in advance of, and SpinCo shall have the right to attend, any formally scheduled meetings with the IRS (subject to the approval of the IRS) that relate to such Ruling. Neither SpinCo nor any SpinCo Affiliate directly or indirectly controlled by SpinCo shall seek any guidance from the IRS or any other Tax Authority (whether written, verbal or otherwise) at any time concerning the Contribution or the Distribution (including the impact of any transaction on the Contribution or the Distribution) or the Transactions.

Section 7.05    Liability for Tax-Related Losses.

(a)    Notwithstanding anything in this Agreement or the Separation and Distribution Agreement to the contrary, subject to Section 7.05(c), SpinCo shall be responsible for, and shall indemnify and hold harmless Parent and its Affiliates and each of their respective officers, directors and employees from and against, one hundred percent (100%) of any Tax-Related Losses that are attributable to or result (for the absence of doubt, in whole or in part) from any one or more of the following: (A) the acquisition (other than pursuant to the Contribution or the Distribution), by any means whatsoever or by any Person, of all or a portion of (i) SpinCo Capital Stock, and/or (ii) SpinCo’s assets or any of its subsidiaries’ assets, (B) any “agreement,” “understanding,” “arrangement,” “substantial negotiations” or “discussions” (as such terms are defined in Treasury Regulations Section 1.355-7(h)) by any one or more officers or directors of any member of the SpinCo Group or by any other person or persons with the implicit or explicit permission of one or more of such officers or directors regarding transactions or events that cause the Distribution to be treated as part of a plan pursuant to which one or more Persons acquire, directly or indirectly, stock of SpinCo or stock of any Subsidiary of SpinCo, in each case, representing a Fifty-Percent or Greater Interest therein, (C) any action or failure to act by SpinCo after the Distribution (including, without limitation, any amendment to SpinCo’s certificate of incorporation (or other organizational documents), whether through a stockholder vote or otherwise) affecting the voting rights of SpinCo stock (including, without limitation, through the conversion of one class of SpinCo Capital Stock into another class of SpinCo Capital Stock), (D) any act or failure to act by SpinCo or any member of the SpinCo Group described in

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Section 7.02 (regardless of whether such act or failure to act is covered by a Ruling, Unqualified Tax Opinion or waiver, as applicable, described in Section 7.02(d) or by a Board Certificate described in Section 7.02(e) or a consent described in Section 7.02(f)), or (E) any breach by SpinCo of its agreements and representations set forth in Section 7.01.

(b)    Notwithstanding anything in this Agreement or the Separation and Distribution Agreement to the contrary, subject to Section 7.05(c), Parent shall be responsible for, and shall indemnify and hold harmless SpinCo and its Affiliates and each of their respective officers, directors and employees from and against, one hundred percent (100%) of any Tax-Related Losses that are attributable to, or result (for the absence of doubt, in whole or in part) from any one or more of the following: (A) the acquisition (other than pursuant to the Transactions) of all or a portion of Parent’s stock and/or its or its subsidiaries’ assets by any means whatsoever by any Person, (B) any “agreement,” “understanding,” “arrangement,” “substantial negotiations” or “discussions” (as such terms are defined in Treasury Regulations Section 1.355-7(h)) by any one or more officers or directors of any member of the Parent Group or by any other person or persons with the implicit or explicit permission of one or more of such officers or directors regarding transactions or events that cause the Distribution to be treated as part of a plan pursuant to which one or more Persons acquire, directly or indirectly, stock of Parent representing a Fifty-Percent or Greater Interest therein, (C) any act or failure to act by Parent or a member of the Parent Group described in Section 7.03 or (D) any breach by Parent of its agreements and representations set forth in Section 7.01(a).

(c)    Notwithstanding anything in Section 7.05(b) or any other provision of this Agreement or the Separation and Distribution Agreement to the contrary:

(i)    SpinCo shall be responsible for, and shall indemnify and hold harmless Parent and its Affiliates and each of their respective officers, directors and employees from and against, one hundred percent (100%) of (I) any Tax-Related Losses resulting from the application of Section 355(e) or Section 355(f) of the Code (other than as a result of an acquisition of a Fifty-Percent or Greater Interest in Parent or any member of the Parent Group) and (II) any other Tax-Related Losses resulting (for the absence of doubt, in whole or in part) from an acquisition after the Distribution of any stock or assets of SpinCo or any SpinCo Affiliate by any means whatsoever by any Person or any action or failure to act by SpinCo affecting the voting rights of SpinCo stock or the stock of any SpinCo Affiliate; and

(ii)    for purposes of calculating the amount and timing of any Tax-Related Losses for which SpinCo is responsible under this Section 7.05, Tax-Related Losses shall be calculated by assuming that Parent, the Parent Affiliated Group and each member of the Parent Group (I) pay Tax at the highest marginal corporate Tax rates in effect in each relevant taxable year and (II) have no Tax Attributes in any relevant taxable year.

(d)    SpinCo shall pay Parent the amount of any Tax-Related Losses for which SpinCo is responsible under this Section 7.05: (A) in the case of Tax-Related Losses described in clause (i) of the definition of Tax-Related Losses, no later than 10 Business Days prior to the Due Date of the Tax Return that Parent files, or causes to be filed, for the year of the

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Contribution or Distribution (the “Filing Date”) (provided that if such Tax-Related Losses arise pursuant to a Final Determination described in clause (a), (b) or (c) of the definition of “Final Determination,” then SpinCo shall pay Parent no later than two Business Days after the date of such Final Determination with interest calculated at the Prime Rate plus two percent (2%), compounded semiannually, from the date that is 10 Business Days prior to the Filing Date through the date of such Final Determination (but not in duplication of interest charged by the applicable Tax Authority)) and (B) in the case of Tax-Related Losses described in clause (ii) or (iii) of the definition of Tax-Related Losses, no later than the later of (x) the date that is two Business Days after the date Parent pays such Tax-Related Losses and (y) the date that is five Business Days after SpinCo receives notification from Parent of the amount of such Tax-Related Losses due.

(e)    Parent shall calculate in good faith and notify SpinCo of the amount of any Tax-Related Losses for which SpinCo is responsible under this Section 7.05. Such calculation shall be binding on SpinCo absent manifest error. At SpinCo’s reasonable request, Parent shall make available to SpinCo the portion of any Tax Return or other documentation and related workpapers that are relevant to the determination of the Tax-Related Losses attributable to SpinCo pursuant to this Section 7.05.

Section 7.06    Section 336(e) Election. If Parent determines, in its sole discretion, that a protective election under Section 336(e) of the Code (a “Section 336(e) Election”) shall be made with respect to the Distribution, SpinCo shall (and shall cause any relevant member of the SpinCo Group to) join with Parent (or any relevant member of the Parent Group) in the making of such election and shall take any action reasonably requested by Parent or that is otherwise necessary to give effect to such election (including making any other related election). If a Section 336(e) Election is made with respect to the Distribution, then (a) in the event the Contribution or the Distribution fails to have Tax-Free Status and Parent is not entitled to indemnification for the Tax-Related Losses arising from such failure, SpinCo shall pay over to Parent any Tax Benefit arising from the step-up in Tax basis resulting from the Section 336(e) Election within 30 days of SpinCo (or any member of the SpinCo Group) realizing such Tax Benefit in cash and (b) this Agreement shall be amended in such a manner as is determined by Parent in good faith to take into account such Section 336(e) Election.

Section 8.    Assistance and Cooperation.

Section 8.01    Assistance and Cooperation.

(a)    The Companies shall cooperate (and cause their respective Affiliates to cooperate) with each other and with each other’s agents, including accounting firms and legal counsel, in connection with Tax matters relating to the Companies and their Affiliates, including (i) preparation and filing of Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Each of the Companies shall also make available to the other, as reasonably requested and available, personnel (including officers, directors, employees and agents of the Companies or their respective Affiliates) responsible for preparing,

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maintaining, and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes.

(b)    Any information or documents provided under this Section 8 shall be kept confidential by the Company receiving such information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any Tax Contest. Notwithstanding any other provision of this Agreement or any other agreement, (i) neither Parent nor any Parent Affiliate shall be required to provide SpinCo or any SpinCo Affiliate or any other Person access to or copies of any information or procedures (including the proceedings of any Tax Contest) other than information or procedures that relate solely to SpinCo, the business or assets of SpinCo or any SpinCo Affiliate, and (ii) in no event shall Parent or any Parent Affiliate be required to provide SpinCo, any SpinCo Affiliate or any other Person access to or copies of any information if such action could reasonably be expected to result in the waiver of any Privilege. In addition, in the event that Parent determines that the provision of any information to SpinCo or any SpinCo Affiliate could be commercially detrimental, violate any law or agreement or waive any Privilege, the parties shall use reasonable best efforts to permit compliance with its obligations under this Section 8 in a manner that avoids any such harm or consequence.

Section 8.02    Income Tax Return Information. SpinCo and Parent acknowledge that time is of the essence in relation to any request for information, assistance or cooperation made by Parent or SpinCo pursuant to Section 8.01 or this Section 8.02. SpinCo and Parent acknowledge that failure to conform to the deadlines set forth herein or reasonable deadlines otherwise set by Parent or SpinCo could cause irreparable harm. Each Company, at its sole expense, shall provide to the other Company information and documents relating to its Group required by the other Company to prepare Tax Returns. Any information or documents the Responsible Company requires to prepare such Tax Returns shall be provided in such form as the Responsible Company reasonably requests and in sufficient time for the Responsible Company to file such Tax Returns on a timely basis.

Section 8.03    Reliance by Parent. If any member of the SpinCo Group supplies information to a member of the Parent Group in connection with Taxes and an officer of a member of the Parent Group signs a statement or other document under penalties of perjury in reliance upon the accuracy of such information, then upon the written request of such member of the Parent Group identifying the information being so relied upon, the chief financial officer of SpinCo (or any officer of SpinCo as designated by the chief financial officer of SpinCo) shall certify in writing that to his or her knowledge (based upon consultation with appropriate employees) the information so supplied is accurate and complete. SpinCo agrees to indemnify and hold harmless each member of the Parent Group and its directors, officers and employees from and against any fine, penalty, or other cost or expense of any kind attributable to a member of the SpinCo Group having supplied, pursuant to this Section 8, a member of the Parent Group with inaccurate or incomplete information in connection with Taxes.

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Section 8.04    Reliance by SpinCo. If any member of the Parent Group supplies information to a member of the SpinCo Group in connection with Taxes and an officer of a member of the SpinCo Group signs a statement or other document under penalties of perjury in reliance upon the accuracy of such information, then upon the written request of such member of the SpinCo Group identifying the information being so relied upon, the chief financial officer of Parent (or any officer of Parent as designated by the chief financial officer of Parent) shall certify in writing that to his or her knowledge (based upon consultation with appropriate employees) the information so supplied is accurate and complete. Parent agrees to indemnify and hold harmless each member of the SpinCo Group and its directors, officers and employees from and against any fine, penalty, or other cost or expense of any kind attributable to a member of the Parent Group having supplied, pursuant to this Section 8, a member of the SpinCo Group with inaccurate or incomplete information in connection with Taxes.

Section 9.    Tax Records. Each party shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Deconsolidation Periods, and Parent shall preserve and keep all other Tax Records relating to Taxes of the Groups for Pre-Deconsolidation Tax Periods, for so long as the contents thereof may become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (i) the expiration of any applicable statutes of limitations, or (ii) three years after the Deconsolidation Date (such later date, the “Retention Date”). After the Retention Date, Parent may dispose of Tax Records pertaining to the assets or activities of the SpinCo Group only upon 90 days’ prior written notice to the SpinCo Group, and SpinCo may dispose of Tax Records pertaining to a Joint Return only upon 90 days’ prior written notice to the Parent Group. If, prior to the Retention Date, a party reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Section 9 are no longer material in the administration of any matter under the Code or other applicable Tax Law, it may dispose of such Tax Records; provided that if such Tax Records pertain to the assets or activities of the other Group (or, in the case of SpinCo, to a Joint Return), the party shall provide such other Group with 90 days’ prior written notice. Any notice of an intent to dispose given pursuant to this Section 9 shall include a list of the Tax Records to be disposed of described in reasonable detail. The notified party shall have the opportunity, at its cost and expense, to copy or remove, within such 90-day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, SpinCo determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then SpinCo may decommission or discontinue such program or system upon 90 days’ prior notice to Parent and Parent shall have the opportunity, at SpinCo’s cost and expense, to copy, within such 90-day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Section 10.    Tax Contests.

Section 10.01    Notice. Each of the Companies shall provide prompt notice to the other Company of any written communication from a Tax Authority regarding any pending or threatened Tax Contest or assessment related to Taxes of which it becomes aware related to Taxes for which it could reasonably expect to be indemnified by the other Company hereunder.

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Such notice shall attach copies of the pertinent portion of any written communication from a Tax Authority and contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and shall be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters. If an indemnified party has knowledge of an asserted Tax liability with respect to a matter for which it is to be indemnified hereunder and such party fails to give the indemnifying party prompt notice of such asserted Tax liability, then such failure shall not relieve the indemnifying party of any obligation which it may have to the indemnified party under this Agreement, except to the extent that the indemnifying party is actually prejudiced by such failure.

Section 10.02    Control of Tax Contests.

(a)    Separate Returns. In the case of any Tax Contest with respect to any Separate Return, the Company having liability for the Tax shall have exclusive control over the Tax Contest, including exclusive authority with respect to any settlement of such Tax liability, subject to Section 10.02(e).

(b)    Parent Federal Consolidated Income Tax Returns. In the case of any Tax Contest with respect to any Parent Federal Consolidated Income Tax Return, Parent shall have exclusive control over the Tax Contest, including exclusive authority with respect to any settlement of such Tax liability, subject to Section 10.02(e).

(c)    Parent State Combined Income Tax Returns. In the case of any Tax Contest with respect to any Parent State Combined Income Tax Return, Parent shall have exclusive control over the Tax Contest, including exclusive authority with respect to any settlement of such Tax liability, subject to Section 10.02(e).

(d)    Other Joint Returns. In the case of any Tax Contest with respect to any Joint Return (other than any Parent Federal Consolidated Income Tax Return or any Parent State Combined Income Tax Return), Parent shall have exclusive control over the Tax Contest, including exclusive authority with respect to any settlement of such Tax liability, subject to Section 10.02(e).

(e)    Settlement Rights.

(i)    The Controlling Party shall have the sole right to contest, litigate, compromise and settle any Tax Contest without obtaining the prior consent of the Non-Controlling Party. Unless waived by the parties in writing, in connection with any potential adjustment in a Tax Contest as a result of which adjustment the Non-Controlling Party may reasonably be expected to become liable to make any indemnification payment (or any payment under Section 6) to the Controlling Party under this Agreement: (A) the Controlling Party shall keep the Non-Controlling Party informed in a timely manner of all actions taken or proposed to be taken by the Controlling Party with respect to such potential adjustment in such Tax Contest; (B) the Controlling Party shall provide the Non-Controlling Party copies of any written materials relating to such potential adjustment in such Tax Contest received from any Tax Authority; (C) the Controlling

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Party shall timely provide the Non-Controlling Party with copies of any correspondence or filings submitted to any Tax Authority or judicial authority in connection with such potential adjustment in such Tax Contest; and (D) the Controlling Party shall consult with the Non-Controlling Party and offer the Non-Controlling Party a reasonable opportunity to comment before submitting any written materials prepared or furnished in connection with such potential adjustment in such Tax Contest. The failure of the Controlling Party to take any action specified in the preceding sentence with respect to the Non-Controlling Party shall not relieve the Non-Controlling Party of any liability or obligation which it may have to the Controlling Party under this Agreement in respect of such adjustment, except to the extent that the Non-Controlling Party was actually harmed by such failure, and in no event shall such failure relieve the Non-Controlling Party from any other liability or obligation which it may have to the Controlling Party under this Agreement. In the case of any Tax Contest described in this Section 10.02, “Controlling Party” means the Company entitled to control the Tax Contest under such Section and “Non-Controlling Party” means the other Company. Notwithstanding anything in the above provisions of this clause (i) to the contrary, Parent shall be entitled to determine, in its reasonable discretion, the positions taken, including with respect to settlement or other disposition, in any Tax Contest to which this clause (i) applies and as to which Parent is the Controlling Party, which determinations of Parent shall, in the absence of bad faith and mathematical error, be conclusive, final and binding on SpinCo and each member of the SpinCo Group.

(ii)    Notwithstanding anything to the contrary herein:

(A)    in the event of any Separation-Related Tax Contest as a result of which SpinCo could reasonably be expected to become exclusively liable for any Tax or Tax-Related Loss and which Parent has the right to administer and control pursuant to Section 10.02(a), (b), (c), or (d), Parent shall have the sole right to contest, litigate, compromise and settle such Tax Contest without obtaining the prior consent of SpinCo and (I) Parent shall keep SpinCo informed of all actions taken by Parent with respect to such potential adjustment in such Tax Contest; (II) Parent shall provide SpinCo copies of any written materials relating to such potential adjustment in such Tax Contest received from any Tax Authority; (III) Parent shall timely provide SpinCo with copies of any correspondence or filings submitted to any Tax Authority or judicial authority in connection with such potential adjustment in such Tax Contest; and (IV) Parent shall consult with SpinCo in connection with such potential adjustment in such Tax Contest; provided, however, that the failure of Parent to take any action specified in any of clauses (I) through (IV) shall not relieve SpinCo of any liability or obligation which it may have to Parent under this Agreement in respect of such adjustment, and in no event shall such failure relieve SpinCo from any other liability or obligation which it may have to Parent under this Agreement. Notwithstanding anything in the above provisions of this clause (A) to the contrary, Parent shall be entitled to determine, in its sole discretion, the positions taken, including with respect to settlement or other disposition, in any Separation-Related Tax Contest

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described in the preceding sentence, which determinations of Parent shall, in the absence of bad faith and mathematical error, be conclusive, final and binding on SpinCo and each member of the SpinCo Group; and

(B)    in the event of any Separation-Related Tax Contest as a result of which Parent could reasonably be expected to become liable for any Tax or Tax-Related Loss and which SpinCo has the right to administer and control pursuant to Section 10.02(a), (I) SpinCo shall consult with Parent reasonably in advance of taking any significant action in connection with such Tax Contest, (II) SpinCo shall consult with Parent and offer Parent a reasonable opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Contest, (III) SpinCo shall defend such Tax Contest diligently and in good faith as if it were the only party in interest in connection with such Tax Contest, (IV) Parent shall be entitled to participate in such Tax Contest and receive copies of any written materials relating to such Tax Contest from the relevant Tax Authority, and (V) SpinCo shall not settle, compromise or abandon any such Tax Contest without obtaining the prior written consent of Parent, which consent shall not be unreasonably withheld; provided, however, that Parent shall have the right to elect to assume control of such Tax Contest, in which case, Section 10.02(e)(ii)(A) shall apply to such Tax Contest.

(f)    Power of Attorney. Each member of the SpinCo Group shall execute and deliver to Parent (or such member of the Parent Group as Parent shall designate) any power of attorney or other similar document reasonably requested by Parent (or such designee) in connection with any Tax Contest (as to which Parent is the Controlling Party) described in this Section 10. Each member of the Parent Group shall execute and deliver to SpinCo (or such member of the SpinCo Group as SpinCo shall designate) any power of attorney or other similar document reasonably requested by SpinCo (or such designee) in connection with any Tax Contest (as to which SpinCo is the Controlling Party) described in this Section 10.

Section 11.    Effective Date; Termination of Prior Intercompany Tax Allocation Agreements. This Agreement shall be effective as of the date hereof. As of the date hereof or on such other date (on or prior to the Distribution Date) as Parent may determine, (i) the 2019 Tax Allocation Agreement, the 1993 Tax Allocation Agreement and all other intercompany Tax allocation agreements or arrangements (other than this Agreement) solely between or among Parent and/or any of its Subsidiaries, on the one hand, and SpinCo and/or any of its Subsidiaries, on the other hand, shall be terminated with respect to SpinCo and/or any of its Subsidiaries, and (ii) amounts due under such agreements as of the date hereof shall be settled by such means as Parent shall determine in its reasonable discretion. Upon such termination and settlement, no further payments by or to Parent or any member of the Parent Group or by or to SpinCo or any member of the SpinCo Group, with respect to such agreements shall be made, and all other rights and obligations resulting from such agreements between the Companies and their Affiliates shall cease at such time.

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Section 12.    Survival of Obligations. The representations, warranties, covenants and agreements set forth in this Agreement shall be unconditional and absolute and shall remain in effect without limitation as to time.

Section 13.    Covenant Not to Sue. Each Party hereby covenants and agrees that none of it, the members of such Party’s Group or any Person claiming through it shall bring suit or otherwise assert any claim against any indemnified party hereunder, or assert a defense against any claim asserted by any indemnified party hereunder, before any court, arbitrator, mediator or administrative agency anywhere in the world, alleging that: (a) the indemnification obligations of SpinCo on the terms and conditions set forth in this Agreement are void or unenforceable for any reason; (b) the indemnification obligations of Parent on the terms and conditions set forth in this Agreement are void or unenforceable for any reason; or (c) the provisions of Section 2 or Section 7 are void or unenforceable for any reason.

Section 14.    Survival of Indemnities. The rights and obligations of each of Parent and SpinCo and their respective indemnified parties under Section 2 and Section 7 shall survive (a) the sale or other transfer by either Party or any member of its Group of any assets or businesses or the assignment by it of any Liabilities; or (b) any merger, consolidation, business combination, sale of all or substantially all of its Assets, restructuring, recapitalization, reorganization or similar transaction involving either Party or any of the members of its Group.

Section 15.    Treatment of Payments; Tax Gross Up.

Section 15.01    Treatment of Tax Indemnity and Tax Benefit Payments. In the absence of any change in Tax treatment under the Code or other applicable Tax Law, for all Income Tax purposes, the Companies agree to treat, and to cause their respective Affiliates to treat:

(a)    any indemnity payments made by a Company under this Agreement or the Separation and Distribution Agreement as distributions or capital contributions, as appropriate, occurring immediately before the Distribution (but only to the extent the payment does not relate to a Tax allocated to the payor in accordance with Section 1552 of the Code or the regulations thereunder or Treasury Regulations Section 1.1502-33(d) (or under corresponding principles of other applicable Tax Laws)) or as payments of an assumed or retained liability;

(b)    any payment of interest or State Income Taxes by or to a Tax Authority, as taxable or deductible, as the case may be, to the Company entitled under this Agreement to retain such payment or required under this Agreement to make such payment; and

(c)    any Tax Benefit payments made by a Company under Sections 5, 6 or 7.06, as distributions or capital contributions, as appropriate, occurring immediately before the Distribution (but only to the extent the payment does not relate to a Tax allocated to the payor in accordance with Section 1552 of the Code or the regulations thereunder or Treasury Regulations Section 1.1502-33(d) (or under corresponding principles of other applicable Tax Laws)) or as payments of an assumed or retained liability.

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Section 15.02    Tax Gross Up. If notwithstanding the manner in which payments described in Sections 15.01(a) and (c) were reported, there is an adjustment to the Tax liability of a Company as a result of its receipt of a payment pursuant to this Agreement or the Separation and Distribution Agreement, such payment shall be appropriately increased so that the amount of such payment, reduced by the amount of all Income Taxes payable with respect to the receipt thereof (but taking into account all correlative Tax Benefits resulting from the payment of such Income Taxes), shall equal the amount of the payment which the Company receiving such payment would otherwise be entitled to receive. For purposes of this Section 15.02, the amount of any Income Taxes payable with respect to the receipt of a payment pursuant to this Agreement or the Separation and Distribution Agreement shall be calculated by assuming that the recipient or the Group of which it is a member, as applicable, (I) pays Tax at the highest marginal corporate Tax rates in effect in each relevant taxable year and (II) has no Tax Attributes in any relevant taxable year.

Section 15.03    Interest Under this Agreement. Anything herein to the contrary notwithstanding, to the extent one Company (“Indemnitor”) makes a payment of interest to another Company (“Indemnitee”) under this Agreement with respect to the period from the date that the Indemnitee made a payment of Tax to a Tax Authority to the date that the Indemnitor reimbursed the Indemnitee for such Tax payment, the interest payment shall be treated as interest expense to the Indemnitor (deductible to the extent provided by law) and as interest income by the Indemnitee (includible in income to the extent provided by law). The amount of the payment shall not be adjusted to take into account any associated Tax Benefit to the Indemnitor or increase in Tax to the Indemnitee.

Section 16.    Disagreements.

Section 16.01    Interaction with Article VII of the Separation and Distribution Agreement. In the event of any dispute between any member of the Parent Group and any member of the SpinCo Group as to any matter covered by this Agreement, the Companies shall agree as to whether such dispute shall be governed by the procedures set forth in Section 16.02 of this Agreement or in Article VII of the Separation and Distribution Agreement. If the Parties cannot agree within 30 days from the time such dispute arises as to which procedure will govern such dispute, such disagreement shall be resolved pursuant to Article VII of the Separation and Distribution Agreement.

Section 16.02    Dispute Resolution. The Companies shall try, and shall cause their respective Group members to try, to resolve in good faith all disagreements regarding their respective rights and obligations under this Agreement, including any amendments hereto. In furtherance thereof, in the event of any dispute or disagreement (a “Tax Department Dispute”) between any member of the Parent Group and any member of the SpinCo Group as to the interpretation of any provision of this Agreement or the performance of obligations hereunder, representatives of the Tax departments of the Companies shall negotiate in good faith to resolve the Tax Department Dispute. If such good faith negotiations do not resolve the Tax Department Dispute, then such Tax Department Dispute shall be resolved pursuant to the procedures set forth in Article VII of the Separation and Distribution Agreement; provided that each of the mediators

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or arbitrators selected in accordance with Article VII of the Separation and Distribution Agreement shall be a Tax Advisor (other than the auditing firm of Parent or SpinCo). Notwithstanding the foregoing provisions of this Section 16, a Party may seek preliminary provisional or injunctive judicial relief with respect to any dispute under this Agreement without first complying with the procedures set forth in this Section 16 (or Article VII of the Separation and Distribution Agreement) if such action is reasonably necessary to avoid irreparable harm.

Section 17.    Late Payments. Any amount owed by one party to another party under this Agreement which is not paid when due shall bear interest at the Prime Rate plus two percentage points, compounded semiannually, from the Due Date of the payment to the date paid. To the extent interest required to be paid under this Section 17 duplicates interest required to be paid under any other provision of this Agreement, interest shall be computed at the higher of the interest rate provided under this Section 17 or the interest rate provided under such other provision.

Section 18.    Expenses. Except as otherwise provided in this Agreement, each party and its Affiliates shall bear their own expenses incurred in connection with the preparation of Tax Returns, Tax Contests, and other matters related to Taxes under the provisions of this Agreement.

Section 19.    General Provisions.

Section 19.01    Addresses and Notices. Each party giving any notice required or permitted under this Agreement will give the notice in writing and use one of the following methods of delivery to the party to be notified, at the address set forth below or another address of which the sending party has been notified in accordance with this Section 19.01: (a) personal delivery; (b) commercial overnight courier with a reasonable method of confirming delivery; or (c) prepaid, United States of America certified or registered mail, return receipt requested. Notice to a party is effective for purposes of this Agreement only if given as provided in this Section 19.01 and shall be deemed given on the date that the intended addressee actually receives the notice.

If to Parent, to:

MDU Resources Group, Inc.

1200 West Century Avenue

P.O. Box 5650

Bismarck, North Dakota 58506

Attention:     Jason Vollmer

E-mail:     jason.vollmer@mduresources.com

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with a copy (which shall not constitute notice), to:

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, New York 10019

Attention:    John L. Robinson

E-mail:    JLRobinson@wlrk.com

If to SpinCo (prior to the Effective Time), to:

Everus Construction Group, Inc.

1730 Burnt Boat Drive

Bismarck, North Dakota 58503

Attention: Tom Nosbusch

E-mail:    tom.nosbusch@everus.com

with a copy (which shall not constitute notice), to:

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, New York 10019

Attention:    John L. Robinson

E-mail:    JLRobinson@wlrk.com

If to SpinCo (from and after the Effective Time), to:

Everus Construction Group, Inc.

1730 Burnt Boat Drive

Bismarck, North Dakota 58503

Attention:    Tom Nosbusch

E-mail:    tom.nosbusch@everus.com

with a copy (which shall not constitute notice), to:

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, New York 10019

Attention:    John L. Robinson

E-mail:    JLRobinson@wlrk.com

A party may change the address for receiving notices under this Agreement by providing written notice of the change of address to the other parties.

Section 19.02    Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors and assigns. None of the parties hereto may

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assign its rights or delegate its obligations under this Agreement without the express prior written consent of the other parties hereto.

Section 19.03    Waiver. The parties may waive a provision of this Agreement only by a writing signed by the party intended to be bound by the waiver. A party is not prevented from enforcing any right, remedy or condition in the party’s favor because of any failure or delay in exercising any right or remedy or in requiring satisfaction of any condition, except to the extent that the party specifically waives the same in writing. A written waiver given for one matter or occasion is effective only in that instance and only for the purpose stated. A waiver once given is not to be construed as a waiver for any other matter or occasion. Any enumeration of a party’s rights and remedies in this Agreement is not intended to be exclusive, and a party’s rights and remedies are intended to be cumulative to the extent permitted by law and include any rights and remedies authorized in law or in equity.

Section 19.04    Severability. If any provision of this Agreement is determined to be invalid, illegal or unenforceable, the remaining provisions of this Agreement remain in full force, if the essential terms and conditions of this Agreement for each party remain valid, binding and enforceable.

Section 19.05    Authority. Each of the parties represents to the other that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate or other action, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and general equity principles.

Section 19.06    Further Action. The parties shall execute and deliver all documents, provide all information, and take or refrain from taking action as may be necessary or appropriate to achieve the purposes of this Agreement, including the execution and delivery to the other parties and their Affiliates and representatives of such powers of attorney or other authorizing documentation as is reasonably necessary or appropriate in connection with Tax Contests (or portions thereof) under the control of such other parties in accordance with Section 10.

Section 19.07    Integration. This Agreement, together with any exhibits and schedules appended hereto, constitutes the final agreement between the parties, and is the complete and exclusive statement of the parties’ agreement on the matters contained herein. All prior and contemporaneous negotiations and agreements between the parties with respect to the matters contained herein are superseded by this Agreement, as applicable. In the event of any conflict or inconsistency between this Agreement and the Separation and Distribution Agreement, or any other agreements relating to the transactions contemplated by the Separation and Distribution Agreement, with respect to matters addressed herein, the provisions of this Agreement shall control.

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Section 19.08    Construction. The language in all parts of this Agreement shall in all cases be construed according to its fair meaning and shall not be strictly construed for or against any party. The captions, titles and headings included in this Agreement are for convenience only, and do not affect this Agreement’s construction or interpretation. Unless otherwise indicated, all “Section” references in this Agreement are to sections of this Agreement. This Agreement shall be deemed to be the joint work product of the parties hereto and any rule of construction that a document shall be interpreted or construed against a drafter of such document shall not be applicable.

Section 19.09    No Double Recovery. No provision of this Agreement shall be construed to provide an indemnity or other recovery for any costs, damages, or other amounts for which the damaged party has been fully compensated under any other provision of this Agreement or under any other agreement or action at law or in equity (it being agreed and understood that none of the payments to be made by any member of the SpinCo Group to any member of the Parent Group in connection with the Transactions shall be considered to compensate any member of the Parent Group for any amount for which SpinCo would otherwise be liable or responsible hereunder, unless otherwise specifically identified by Parent as a payment pursuant to the 2019 Tax Allocation Agreement, the 1993 Tax Allocation Agreement, or this Agreement). Unless expressly required in this Agreement, a party shall not be required to exhaust all remedies available under other agreements or at law or in equity before recovering under the remedies provided in this Agreement.

Section 19.10    Counterparts. The parties may execute this Agreement in multiple counterparts, each of which constitutes an original as against the party that signed it, and all of which together constitute one agreement. This Agreement is effective upon delivery of one executed counterpart from each party to the other party. The signatures of the parties need not appear on the same counterpart. The delivery of signed counterparts by facsimile or email transmission that includes a copy of the sending party’s signature is as effective as signing and delivering the counterpart in person.

Section 19.11    Governing Law. The internal laws of the State of Delaware (without reference to its principles of conflicts of law) govern the construction, interpretation and other matters arising out of or in connection with this Agreement and any exhibits and schedules hereto and thereto (whether arising in contract, tort, equity or otherwise).

Section 19.12    Jurisdiction. If any dispute arises out of or in connection with this Agreement, except as expressly contemplated by another provision of this Agreement, the parties irrevocably (and the parties will cause each other member of their respective Group to irrevocably) (a) consent and submit to the exclusive jurisdiction of federal and state courts located in Delaware, (b) waive any objection to that choice of forum based on venue or to the effect that the forum is not convenient, and (c) WAIVE TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT TO TRIAL OR ADJUDICATION BY JURY.

Section 19.13    Amendment. The parties may amend this Agreement only by a written agreement signed by each party to be bound by the amendment and that identifies itself as an amendment to this Agreement.

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Section 19.14    SpinCo Subsidiaries. If, at any time, SpinCo acquires or creates one or more subsidiaries that are includable in the SpinCo Group (or that would be so includable if membership in the SpinCo Group were measured after such acquisition or creation), they shall be subject to this Agreement and all references to the SpinCo Group herein shall thereafter include a reference to such subsidiaries.

Section 19.15    Successors. This Agreement shall be binding on and inure to the benefit of any successor by merger, acquisition of assets, or otherwise, to any of the parties hereto (including, but not limited to, any successor of Parent or SpinCo succeeding to the Tax attributes thereof under Section 381 of the Code), to the same extent as if such successor had been an original party to this Agreement.

Section 19.16    Injunctions. The parties acknowledge that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with its specific terms or were otherwise breached. The parties hereto shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically the terms and provisions hereof in any court having jurisdiction, such remedy being in addition to any other remedy to which they may be entitled at law or in equity.

[Remainder of page intentionally left blank; signature page follows]

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IN WITNESS WHEREOF, each party has caused this Agreement to be executed on its behalf by a duly authorized officer on the date first set forth above.

“Parent”

“SpinCo”

MDU RESOURCES GROUP, INC.

EVERUS CONSTRUCTION GROUP, INC.

By:

Name: Nicole A. Kivisto

By:

Title:

President and Chief Executive Officer

Name:

Jeffrey S. Thiede

Title:   President and Chief Executive Officer

[Signature Page to Tax Matters Agreement]

Exhibit 10.3

FORM OF

EMPLOYEE MATTERS AGREEMENT

BY AND BETWEEN

MDU RESOURCES GROUP, INC.

AND

EVERUS CONSTRUCTION GROUP, INC.

DATED AS OF [●], 2024

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TABLE OF CONTENTS

						Page
Article I. DEFINITIONS
Section 1.01			Definitions			1
Section 1.02			Interpretation			6
Article II. GENERAL PRINCIPLES FOR ALLOCATION OF LIABILITIES
Section 2.01			General Principles			6
Section 2.02			Service Credit Recognized by SpinCo and SpinCo Benefit Plans			8
Section 2.03			Adoption and Transfer and Assumption of Benefit Plans			8
Section 2.04			Reimbursement			10
Article III. ASSIGNMENT OF EMPLOYEES
Section 3.01			Active Employees			11
Section 3.02			Individual Agreements			12
Section 3.03			Consultation with Labor Representatives; Labor Agreements			12
Section 3.04			Non-Solicitation			13
Article IV. EQUITY, INCENTIVE AND EXECUTIVE COMPENSATION
Section 4.01			Generally			14
Section 4.02			Equity Incentive Awards			14
Section 4.03			Non-Equity Incentive Practices and Plans			15
Section 4.04			Director Compensation			16
Article V. QUALIFIED RETIREMENT PLANS
Section 5.01			Parent Pension Plans			16
Section 5.02			SpinCo 401(k) Plans			16
Article VI. NONQUALIFIED DEFERRED COMPENSATION PLANS
Section 6.01			Deferred Compensation Plans			18
Section 6.02			Director Deferred Compensation			20
Section 6.03			Participation; Distributions			21

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Article VII. WELFARE BENEFIT PLANS
Section 7.01			Welfare Plans			21
Section 7.02			Retiree Medical, Dental, Vision, AD&D, and Life Plans			22
Section 7.03			COBRA			23
Section 7.04			Flexible Spending Accounts			23
Section 7.05			Disability Plans			23
Section 7.06			Vacation, Holidays, PTO and Leaves of Absence			24
Section 7.07			Workers’ Compensation			24
Article VIII. MISCELLANEOUS
Section 8.01			Preservation of Rights to Amend			24
Section 8.02			Fiduciary Matters			24
Section 8.03			Further Assurances			24
Section 8.04			Third-Party Beneficiaries			25
Section 8.05			Dispute Resolution			25
Section 8.06			Incorporation of Separation and Distribution Agreement Provisions			25

Schedule 6.01(d) – Supplemental Executive Retirement Plan

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EMPLOYEE MATTERS AGREEMENT

This EMPLOYEE MATTERS AGREEMENT, dated as of [●], 2024 (this “Agreement”), is by and between MDU Resources Group, Inc., a Delaware corporation (“Parent”), and Everus Construction Group, Inc., a Delaware corporation (“SpinCo”).

R E C I T A L S:

WHEREAS, the board of directors of Parent (the “Parent Board”) has determined that it is in the best interests of Parent and its stockholders to create a new publicly traded company that shall operate the SpinCo Business;

WHEREAS, in furtherance of the foregoing, the Parent Board has determined that it is appropriate and desirable to separate the SpinCo Business from the Parent Business (the “Separation”) and, following the Separation, make a distribution, on a pro rata basis, to holders of Parent Shares on the Record Date of all of the outstanding SpinCo Shares (the “Distribution”);

WHEREAS, SpinCo and Parent have prepared, and SpinCo has filed with the SEC, the Form 10, which includes the Information Statement and sets forth disclosures concerning SpinCo, the Separation and the Distribution;

WHEREAS, in order to effectuate the Separation and Distribution, Parent and SpinCo have entered into a Separation and Distribution Agreement, dated as of the date hereof (the “Separation and Distribution Agreement”);

WHEREAS, in addition to the matters addressed by the Separation and Distribution Agreement, the Parties desire to enter into this Agreement to set forth the terms and conditions of certain employment, compensation and benefit matters; and

WHEREAS, the Parties acknowledge that this Agreement, the Separation and Distribution Agreement and the other Ancillary Agreements represent the integrated agreement of Parent and SpinCo relating to the Separation and the Distribution, are being entered into together, and would not have been entered into independently.

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

Article I.

DEFINITIONS

Section 1.01    Definitions. For purposes of this Agreement (including the Recitals hereof), the following terms have the following meanings, and capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Separation and Distribution Agreement.

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“Agreement” shall have the meaning set forth in the Preamble to this Agreement and shall include all Schedules hereto and all amendments, modifications, and changes hereto entered into pursuant to Section 8.16.

“Benefit Plan” shall mean any contract, agreement, policy, practice, program, plan, trust, commitment or arrangement providing for benefits, perquisites or compensation of any nature from an employer to any Employee or Former Employee, or to any family member, dependent, or beneficiary of any such Employee or Former Employee, including cash or deferred arrangement plans, profit-sharing plans, post-employment programs, pension plans, supplemental pension plans, welfare plans, and stock purchases, and contracts, agreements, policies, practices, programs, plans, trusts, commitments and arrangements providing for terms of employment, fringe benefits, severance benefits, change in control protections or benefits, life, accidental death and dismemberment, disability and accident insurance, tuition reimbursement, adoption assistance, travel reimbursement, vacation, sick, paid time off (PTO), personal or bereavement days, leaves of absence and holidays; provided, however, that the term “Benefit Plan” does not include any government-sponsored benefits, such as workers’ compensation, unemployment or any similar plans, programs or policies or Individual Agreements.

“COBRA” shall mean the U.S. Consolidated Omnibus Budget Reconciliation Act of 1985, as codified at Section 601 et seq. of ERISA and at Section 4980B of the Code and including all regulations promulgated thereunder.

“Distribution” shall have the meaning set forth in the Recitals.

“Employee” shall mean any Parent Group Employee or SpinCo Group Employee.

“ERISA” shall mean the U.S. Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder.

“Former Employees” shall mean Former Parent Group Employees and Former SpinCo Group Employees.

“Former Parent Group Employee” shall mean any individual who is a former employee of the Parent Group as of the Effective Time and who is not a Former SpinCo Group Employee.

“Former SpinCo Group Employee” shall mean any individual who is, as of the Effective Time, a former employee of any member of the SpinCo Group.

“Group” shall mean either the SpinCo Group or the Parent Group, as the context requires.

“HIPAA” shall mean the U.S. Health Insurance Portability and Accountability Act of 1996, as amended, and the regulations promulgated thereunder.

“Individual Agreement” shall mean any individual: (a) employment contract, (b) retention, severance or change in control agreement, or (c) other agreement containing

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restrictive covenants (including confidentiality, noncompetition and non-solicitation provisions) between a member of the Parent Group and a SpinCo Group Employee or any Former SpinCo Group Employee, as in effect immediately prior to the Effective Time.

“Labor Agreement” shall have the meaning set forth in Section 2.01.

“Parent” shall have the meaning set forth in the Preamble.

“Parent 401(k) Plan” shall mean the MDU Resources Group, Inc. 401(k) Retirement Plan, as in effect or as it may be amended from time to time.

“Parent Annual Incentive Plans” means the Parent EICP and the Parent STIP.

“Parent Awards” shall mean Parent RSU Awards.

“Parent Benefit Plan” shall mean any Benefit Plan established, sponsored or maintained by Parent or any of its Subsidiaries immediately prior to the Effective Time, but excluding any SpinCo Benefit Plan.

“Parent Board” shall have the meaning set forth in the Recitals.

“Parent Compensation Committee” shall mean the Compensation Committee of the Parent Board.

“Parent Deferred Compensation Plan Rabbi Trust” shall have the meaning set forth in Section 6.01(c).

“Parent Director” shall mean each Parent nonemployee director as of immediately after the Effective Time who served on the Parent Board immediately prior to the Effective Time.

“Parent Director Deferred Compensation Plan” means the MDU Resources Group, Inc. Deferred Compensation Plan for Directors.

“Parent EICP” shall mean the MDU Resources Group, Inc. Executive Incentive Compensation Plan.

“Parent Equity Plan” shall mean any equity compensation plan sponsored or maintained by the Parent immediately prior to the Effective Time, including the MDU Resources, Inc. Long-Term Performance-Based Incentive Plan, as amended February 15, 2024, and as further amended from time to time.

“Parent Group Employees” shall have the meaning set forth in Section 3.01(a).

“Parent Nonqualified Deferred Compensation Plan” shall mean the MDU Resources Group, Inc. Deferred Compensation Plan (DCP).

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“Parent SISP” shall mean the MDU Resources Group, Inc. Supplemental Income Security Plan.

“Parent NQDCP” shall mean the MDU Resources Group, Inc. Nonqualified Defined Contribution Plan.

“Parent Pension Plans” shall mean the MDU Resources Group, Inc. Pension Plan for Non-Bargaining Unit Employees, the MDU Resources Group, Inc. Pension Plan for Collective Bargaining Unit Employees, the Williston Basin Interstate Pipeline Company Pension Plan and the Retirement Plan for Employees of Cascade Natural Gas Corporation.

“Parent Ratio” shall mean the quotient obtained by dividing (a) the Pre-Separation Parent Stock Value by (b) the Post-Separation Parent Stock Value.

“Parent Retiree Medical Plan” shall mean the, MDU Resources Group, Inc. Retiree Reimbursement Account.

“Parent RSU Award” shall mean a restricted stock unit award outstanding as of immediately prior to the Effective Time granted pursuant to the Parent Equity Plan.

“Parent Share Fund” shall have the meaning set forth in Section 5.02(b).

“Parent SISP” shall mean the MDU Resources Group, Inc. Supplemental Income Security Plan (SISP).

“Parent STIP” shall mean the MDU Resources Group, Inc. 2024 Short-Term Incentive Plan.

“Parent Welfare Plan” shall mean any Parent Benefit Plan that is a Welfare Plan.

“Parties” shall mean the parties to this Agreement.

“Post-Separation Parent RSU Award” shall mean a Parent RSU Award as adjusted as of the Effective Time in accordance with Section 4.02, as applicable.

“Post-Separation Parent Stock Value” shall mean the closing per-share price of Parent Shares on the NYSE on the first regular trading session (9:30 a.m. to 4:00 p.m. EST) commencing after the Effective Time.

“Pre-Separation Parent Stock Value” shall mean the closing per-share price of Parent Shares trading “regular way with due bills” on the NYSE on the last regular trading session (9:30 a.m. to 4:00 p.m. EST) ending prior to the Effective Time.

“QDRO” shall mean a qualified domestic relations order within the meaning of Section 206(d) of ERISA and Section 414(p) of the Code.

“Restricted Employees” shall have the meaning set forth in Section 3.04(a).

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“Securities Act” shall mean the U.S. Securities Act of 1933, as amended, together with the rules and regulations promulgated thereunder.

“Separation” shall have the meaning set forth in the Recitals.

“Separation and Distribution Agreement” shall have the meaning set forth in the Recitals.

“SpinCo” shall have the meaning set forth in the Preamble.

“SpinCo 401(k) Plan” shall mean the SpinCo 401(k) Savings Plans, to be adopted by SpinCo prior to or on the Distribution Date as described in Section 5.02.

“SpinCo 401(k) Trust” shall have the meaning set forth in Section 5.02(a).

“SpinCo Benefit Plan” shall mean any Benefit Plan established, sponsored, maintained or contributed to by a member of the SpinCo Group as of or after the Effective Time.

“SpinCo Board” shall mean the board of directors of SpinCo.

“SpinCo Deferred Compensation Plan Rabbi Trust” shall have the meaning set forth in Section 6.01(c).

“SpinCo Director Deferred Compensation Plan” shall mean the SpinCo Deferred Compensation Plan for Directors established pursuant to Section 6.02.

“SpinCo Equity Plan” shall mean the SpinCo 2024 Long-Term Performance-Based Incentive Plan, as established by SpinCo as of the Effective Time pursuant to Section 2.03(a) and Section 4.01.

“SpinCo Flex Plan” shall have the meaning set forth in Section 7.04.

“SpinCo Group Employees” shall have the meaning set forth in Section 3.01(a).

“SpinCo Nonqualified Deferred Compensation Plan” shall mean the SpinCo deferred compensation plans established pursuant to Section 2.03(a) and Section 6.01(a).

“SpinCo Ratio” shall mean the quotient obtained by dividing (a) the Pre-Separation Parent Stock Value by (b) the SpinCo Stock Value.

“SpinCo RSU Award” shall mean an award of restricted stock units granted pursuant to the SpinCo Equity Plan in accordance with Section 4.02.

“SpinCo Share Fund” shall have the meaning set forth in Section 5.02(e).

“SpinCo Stock Value” shall mean the closing per-share price of SpinCo Shares on the NYSE on the first regular trading session (9:30 a.m. to 4:00 p.m. EST) commencing after the Effective Time.

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“SpinCo Welfare Plan” shall mean a Welfare Plan established, sponsored, maintained or contributed to by any member of the SpinCo Group for the benefit of SpinCo Group Employees and Former SpinCo Group Employees.

“Transferred Account Balances” shall have the meaning set forth in Section 7.04.

“Transferred Director” shall mean each SpinCo nonemployee director as of immediately after the Effective Time who served on the Parent Board immediately prior to the Effective Time.

“U.S.” shall mean the United States of America.

“Welfare Plan” shall mean any “welfare plan” (as defined in Section 3(1) of ERISA) or a “cafeteria plan” under Section 125 of the Code, and any benefits offered thereunder, and any other plan offering health benefits (including medical, prescription drug, dental, vision, mental health, substance abuse and retiree health), disability benefits, or life, accidental death and dismemberment, and business travel insurance, pre-Tax premium conversion benefits, dependent care assistance programs, employee assistance programs, paid time off programs, contribution funding toward a health savings account, flexible spending accounts, or severance.

Section 1.02    Interpretation. Section 10.15 of the Separation and Distribution Agreement is hereby incorporated by reference.

Article II.

GENERAL PRINCIPLES FOR ALLOCATION OF LIABILITIES

Section 2.01    General Principles. All provisions herein shall be subject to the requirements of all applicable Law and any collective bargaining, works council or similar agreement or arrangement with any labor union, works council or other labor representative (each, a “Labor Agreement”). Notwithstanding anything in this Agreement to the contrary, if the terms of a Labor Agreement or applicable Law require that any Assets or Liabilities be retained or assumed by, or transferred to, a Party in a manner that is different than what is set forth in this Agreement, such retention, assumption or transfer shall be made in accordance with the terms of such Labor Agreement and applicable Law and shall not be made as otherwise set forth in this Agreement; provided that, in such case, the Parties shall take all necessary action to preserve the economic terms of the allocation of Assets and Liabilities contemplated by this Agreement. The provisions of this Agreement shall apply in respect of all jurisdictions.

(a)    Acceptance and Assumption of SpinCo Liabilities. Except as otherwise provided by this Agreement, on or prior to the Effective Time, but in any case prior to the Distribution, SpinCo and the applicable SpinCo Designees shall accept, assume and agree faithfully to perform, discharge and fulfill all of the following Liabilities in accordance with their respective terms (each of which shall be considered a SpinCo Liability), regardless of when or where such Liabilities arose or arise, or whether the facts on which they are based occurred prior to, at or subsequent to the Effective Time, regardless of where or against whom such Liabilities are asserted or determined (including any Liabilities arising out of claims made by Parent’s or

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SpinCo’s respective directors, officers, Employees, Former Employees, agents, Subsidiaries or Affiliates against any member of the Parent Group or the SpinCo Group) or whether asserted or determined prior to the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud or misrepresentation by any member of the Parent Group or the SpinCo Group, or any of their respective directors, officers, Employees, Former Employees, agents, Subsidiaries or Affiliates:

(i)    any and all wages, salaries, incentive compensation, equity compensation, commissions, bonuses and any other employee compensation or benefits payable to or on behalf of any SpinCo Group Employees and Former SpinCo Group Employees after the Effective Time, without regard to when such wages, salaries, incentive compensation, equity compensation, commissions, bonuses or other employee compensation or benefits are or may have been awarded or earned;

(ii)    any and all Liabilities whatsoever with respect to claims under a SpinCo Benefit Plan, taking into account the SpinCo Benefit Plan’s assumption of Liabilities with respect to SpinCo Group Employees and Former SpinCo Group Employees that were originally the Liabilities of the corresponding Parent Benefit Plan with respect to periods prior to the Effective Time;

(iii)    any and all Liabilities arising out of, relating to or resulting from the employment or termination of employment of all SpinCo Group Employees and Former SpinCo Group Employees; and

(iv)    any and all Liabilities expressly assumed or retained by any member of the SpinCo Group pursuant to this Agreement.

(b)    Acceptance and Assumption of Parent Liabilities. Except as otherwise provided by this Agreement, on or prior to the Effective Time, but in any case prior to the Distribution, Parent and certain members of the Parent Group designated by Parent shall accept, assume and agree faithfully to perform, discharge and fulfill all of the following Liabilities in accordance with their respective terms (each of which shall be considered a Parent Liability), regardless of when or where such Liabilities arose or arise, or whether the facts on which they are based occurred prior to, at or subsequent to the Effective Time, regardless of where or against whom such Liabilities are asserted or determined (including any Liabilities arising out of claims made by Parent’s or SpinCo’s respective directors, officers, Employees, Former Employees, agents, Subsidiaries or Affiliates against any member of the Parent Group or the SpinCo Group), or whether asserted or determined prior to the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud or misrepresentation by any member of the Parent Group or the SpinCo Group, or any of their respective directors, officers, Employees, Former Employees, agents, Subsidiaries or Affiliates:

(i)    any and all wages, salaries, incentive compensation, equity compensation, commissions, bonuses and any other employee compensation or benefits payable to or on behalf of any Parent Group Employees and Former Parent Group Employees after the Effective Time, without regard to when such wages, salaries, incentive compensation, equity

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compensation, commissions, bonuses or other employee compensation or benefits are or may have been awarded or earned;

(ii)    any and all Liabilities whatsoever with respect to claims under a Parent Benefit Plan, taking into account a corresponding SpinCo Benefit Plan’s assumption of Liabilities with respect to SpinCo Group Employees and Former SpinCo Group Employees that were originally the Liabilities of such Parent Benefit Plan with respect to periods prior to the Effective Time;

(iii)    any and all Liabilities arising out of, relating to or resulting from the employment or termination of employment of all Parent Group Employees and Former Parent Group Employees; and

(iv)    any and all Liabilities expressly assumed or retained by any member of the Parent Group pursuant to this Agreement.

(c)    Unaddressed Liabilities. To the extent that this Agreement does not address particular Liabilities under any Benefit Plan and the Parties later determine that they should be allocated in connection with the Distribution, the Parties shall agree in good faith on the allocation, taking into account the treatment of comparable Liabilities under this Agreement.

Section 2.02    Service Credit Recognized by SpinCo and SpinCo Benefit Plans. As of the Effective Time, the SpinCo Benefit Plans shall, and SpinCo shall cause each member of the SpinCo Group to, recognize each SpinCo Group Employee’s and each Former SpinCo Group Employee’s full service with Parent or any of its Subsidiaries or predecessor entities at or before the Effective Time, to the same extent that such service was recognized by Parent for similar purposes prior to the Effective Time as if such full service had been performed for a member of the SpinCo Group, for purposes of eligibility, vesting and determinations of level of benefits under any SpinCo Benefit Plans.

Section 2.03    Adoption and Transfer and Assumption of Benefit Plans.

(a)    Adoption by SpinCo of Benefit Plans. As of no later than the Effective Time, SpinCo shall, or shall cause the members of the SpinCo Group to, adopt Benefit Plans (and related trusts, if applicable) as contemplated and in accordance with the terms of this Agreement, which Benefit Plans are generally intended to contain terms substantially similar in all material respects to those of the corresponding Parent Benefit Plans as in effect immediately prior to the Effective Time, with such changes, modifications or amendments to the SpinCo Benefit Plans as may be required by applicable Law or to reflect the Separation and Distribution, including limiting participation in any such SpinCo Benefit Plan to SpinCo Group Employees and Former SpinCo Group Employees who participated in the corresponding Benefit Plan immediately prior to the Effective Time.

(b)    Plans Not Required to Be Adopted. With respect to any Benefit Plan not otherwise addressed in this Agreement, the Parties shall agree in good faith on the treatment of such plan, taking into account the treatment of any comparable plan under this Agreement and,

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notwithstanding that SpinCo shall not have an obligation to continue to maintain any such plan with respect to the provision of future benefits from and after the Effective Time, SpinCo shall remain obligated to pay or provide any previously accrued or incurred benefits to the SpinCo Group Employees and Former SpinCo Group Employees consistent with Section 2.01(a) of this Agreement.

(c)    Information, Elections and Beneficiary Designations. Each Party shall use its commercially reasonable efforts to provide the other Party with information describing each Benefit Plan election made by an Employee or Former Employee that may have application to such Party’s Benefit Plans from and after the Effective Time, and each Party shall use its commercially reasonable efforts to administer its Benefit Plans using those elections, including any beneficiary designations. Each Party shall, upon reasonable request, use its commercially reasonable efforts to provide the other Party and the other Party’s respective Affiliates, agents, and vendors all information reasonably necessary to the other Party’s operation or administration of its Benefit Plans.

(d)    No Duplication or Acceleration of Benefits. Notwithstanding anything to the contrary in this Agreement, the Separation and Distribution Agreement or any Ancillary Agreement, no participant in any Benefit Plan shall receive service credit or benefits or recognition of compensation or other factors to the extent that receipt of such service credit or benefits or recognition of compensation or other factors would result in duplication of benefits provided to such participant by the corresponding Benefit Plan or any other plan, program or arrangement sponsored or maintained by a member of the Group that sponsors the corresponding Benefit Plan. Furthermore, unless expressly provided for in this Agreement, the Separation and Distribution Agreement or in any Ancillary Agreement or required by applicable Law, no provision in this Agreement shall be construed to (i) create any right to accelerate vesting distributions or entitlements under any Benefit Plan sponsored or maintained by a member of the Parent Group or member of the SpinCo Group on the part of any Employee or Former Employee or (ii) limit the ability of a member of the Parent Group or SpinCo Group to amend, merge, modify, eliminate, reduce or otherwise alter in any respect any benefit under any Benefit Plan sponsored or maintained by a member of the Parent Group or SpinCo Group, respectively, or any trust, insurance policy or funding vehicle related thereto.

(e)    Transition Services. The Parties acknowledge that the Parent Group or the SpinCo Group may provide administrative services for certain of the other Party’s compensation and benefit programs for a transitional period under the terms of the Transition Services Agreement. The Parties agree to enter into a business associate agreement (if required by HIPAA or other applicable health information privacy Laws) in connection with such Transition Services Agreement.

(f)    Beneficiaries. References to Parent Group Employees, Former Parent Group Employees, SpinCo Group Employees, Former SpinCo Group Employees, and current and former nonemployee directors of either Parent or SpinCo shall be deemed to refer to their beneficiaries, dependents, survivors and alternate payees, as applicable.

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Section 2.04    Reimbursement.

(a)    By SpinCo. From time to time after the completion of the Separation, SpinCo shall promptly reimburse Parent for the cost of any obligations or Liabilities that Parent elects to, or is compelled to, pay or otherwise satisfy, that are, or that pursuant to this Agreement, have become, the responsibility of the SpinCo Group. Parent shall invoice SpinCo after the end of each fiscal month for all such costs (if any) in such fiscal month. SpinCo shall pay any amounts due by SpinCo hereunder in immediately available funds within thirty (30) days of SpinCo’s receipt of each invoice. Any amount not paid within thirty (30) days after the date when payable shall bear interest at the rate described in the definition of Interest Payment (as defined in the Transition Services Agreement) from the date such amount is due. SpinCo shall not deduct, set off, counterclaim or otherwise withhold any amount owed by it to Parent (on account of any obligation owed by the Parent Group, whether or not such obligation has been finally adjudicated, settled or otherwise agreed upon in writing) against the amounts payable pursuant to this Agreement; provided that, if SpinCo disputes any amount on an invoice, then SpinCo shall notify Parent in writing within twenty (20) days after SpinCo’s receipt of such invoice and shall describe in detail the reason for disputing such amount, provide any documents or other materials supporting its dispute, and will be entitled to withhold only the amount in dispute during the pendency of the dispute. SpinCo shall cause the timely payment of the undisputed portion of each invoice in the manner set forth in this Agreement and shall be subject to late charges at the rate described in the definition of Interest Payment and any other costs incurred by Parent pursuant to this Section 2.04(a) on any amount that is unsuccessfully disputed.

(b)    By Parent. From time to time after the completion of the Separation, Parent shall promptly reimburse SpinCo for the cost of any obligations or Liabilities that SpinCo elects to, or is compelled to, pay or otherwise satisfy, that are, or that pursuant to this Agreement, have become, the responsibility of the Parent Group. SpinCo shall invoice Parent after the end of each fiscal month for all such costs (if any) in such fiscal month. Parent shall pay any amounts due by Parent hereunder in immediately available funds within thirty (30) days of Parent’s receipt of each invoice. Any amount not paid within thirty (30) days after the date when payable shall bear interest at the rate described in the definition of Interest Payment from the date such amount is due. Parent shall not deduct, set off, counterclaim or otherwise withhold any amount owed by it to SpinCo (on account of any obligation owed by the SpinCo Group, whether or not such obligation has been finally adjudicated, settled or otherwise agreed upon in writing) against the amounts payable pursuant to this Agreement; provided that, if Parent disputes any amount on an invoice, then Parent shall notify SpinCo in writing within twenty (20) days after Parent’s receipt of such invoice and shall describe in detail the reason for disputing such amount, provide any documents or other materials supporting its dispute, and will be entitled to withhold only the amount in dispute during the pendency of the dispute. Parent shall cause the timely payment of the undisputed portion of each invoice in the manner set forth in this Agreement and shall be subject to late charges at the rate described in the definition of Interest Payment and any other costs incurred by SpinCo and controlled pursuant to this Section 2.04(b) on any amount that is unsuccessfully disputed.

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Article III.

ASSIGNMENT OF EMPLOYEES

Section 3.01    Active Employees.

(a)    Assignment and Transfer of Employees. Effective as of no later than the Effective Time and except as otherwise agreed to by the Parties, (i) the applicable member of the Parent Group shall have taken such actions as are necessary to ensure that each individual who is intended to be an employee of the SpinCo Group as of immediately after the Effective Time (including any such individual who is not actively working as of the Effective Time as a result of an illness, injury or an approved leave of absence (collectively, the “SpinCo Group Employees”)) is employed by a member of the SpinCo Group as of immediately after the Effective Time, and (ii) the applicable member of the Parent Group shall have taken such actions as are necessary to ensure that each individual who is intended to be an employee of the Parent Group as of immediately after the Effective Time (including any such individual who is not actively working as of the Effective Time as a result of an illness, injury or an approved leave of absence) and any other individual employed by the Parent Group as of the Effective Time who is not a SpinCo Group Employee (collectively, the “Parent Group Employees”) is employed by a member of the Parent Group as of immediately after the Effective Time. Each of the Parties agrees to execute, and to seek to have the applicable Employees execute, such documentation, if any, as may be necessary to reflect such assignment and/or transfer.

(b)    At-Will Status. Nothing in this Agreement shall create any obligation on the part of any member of the Parent Group or any member of the SpinCo Group to (i) change the employment status of any Employee from “at-will” to the extent that such Employee is an “at-will” employee under applicable Law, or (ii) continue the employment of any Employee or permit the return of an Employee from a leave of absence for any period after the date of this Agreement (except as required by applicable Law); provided that, with respect to clause (ii), in the case of a SpinCo Group Employee who is able to return to employment following the commencement of long-term disability benefits under a Parent Welfare Plan (as described in Section 7.05), SpinCo shall comply with any requirements relating to employment rights of such SpinCo Group Employee and such obligations, and any related Liabilities shall be obligations and related Liabilities of SpinCo Group. Except as provided in this Agreement, this Agreement shall not limit the ability of the Parent Group or the SpinCo Group to change the position, compensation or benefits of any Employees for performance-related, business or any other reason.

(c)    Noncompete, Severance, Change in Control, or Other Payments. The Parties acknowledge and agree that the Separation, Distribution and the assignment, transfer or continuation of the employment of Employees as contemplated by this Section 3.01 shall not be deemed an involuntary termination of employment entitling any SpinCo Group Employee or Parent Group Employee to noncompete, severance, change in control, or other payments or benefits.

(d)    Not a Change in Control. The Parties acknowledge and agree that neither the consummation of the Separation, Distribution nor any transaction contemplated by this

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Agreement, the Separation and Distribution Agreement or any other Ancillary Agreement shall be deemed a “change in control,” “change of control,” or term of similar import for purposes of any Benefit Plan sponsored or maintained by any member of the Parent Group or member of the SpinCo Group, and except as provided in this Agreement or as otherwise required by applicable law or Individual Agreement, no provision of this Agreement shall be construed to accelerate any vesting or create any right or entitlement to any compensation or benefits on the part of any Employee.

Section 3.02    Individual Agreements.

(a)    Assignment by Parent. To the extent necessary, Parent shall assign, or cause an applicable member of the Parent Group to assign, to SpinCo or another member of the SpinCo Group, as designated by SpinCo, all Individual Agreements, with such assignment to be effective as of no later than the Effective Time; provided, however, that, to the extent that assignment of any such Individual Agreement is not permitted by the terms of such agreement or by applicable Law, effective as of the Effective Time, each member of the SpinCo Group shall be considered to be a successor to each member of the Parent Group for purposes of, and a third-party beneficiary with respect to, such Individual Agreement, such that each member of the SpinCo Group shall enjoy all the rights and benefits under such agreement (including rights and benefits as a third-party beneficiary); provided, further, that in no event shall Parent be permitted to enforce any Individual Agreement (including any agreement containing noncompetition or non-solicitation covenants) against a SpinCo Group Employee or Former SpinCo Group Employee for action taken in such individual’s capacity as a SpinCo Group Employee or Former SpinCo Group Employee. With respect to any Individual Agreement of a SpinCo Group Employee that is a retention agreement, Parent shall be liable for, and pay to such SpinCo Group Employee as soon as practicable following the earlier of the date such employee transfers to the SpinCo Group and the Distribution Date, a prorated portion of the retention amount for the portion of the retention term specified in the retention agreement that has elapsed from the commencement of such retention term until the earlier of the date such SpinCo Group Employee transfers to the SpinCo Group and the Distribution Date.

(b)    Assumption by SpinCo. Effective as of the Effective Time, SpinCo shall, or shall cause the members of the SpinCo Group to, assume and honor any Individual Agreement to the extent assigned, including any Liabilities and obligations thereunder to which any SpinCo Group Employee or Former SpinCo Group Employee is a party with any member of the Parent Group; provided that with respect to the retention amount under any retention agreement described in the last sentence of Section 3.02(a), such assumption shall apply only to the extent Parent is not liable for such amount. Notwithstanding the foregoing, SpinCo shall not be required to assume any telecommuting agreement.

Section 3.03    Consultation with Labor Representatives; Labor Agreements. The Parties shall cooperate to notify, inform and/or consult with any labor union, works council or other labor representative regarding the Separation and Distributions to the extent required by Law or a Labor Agreement. No later than as of immediately before the Effective Time, SpinCo shall have taken, or caused another member of the SpinCo Group to take, all actions that are

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necessary (if any) for SpinCo or another member of the SpinCo Group to (a) assume any Labor Agreements in effect with respect to SpinCo Group Employees and Former SpinCo Group Employees (excluding obligations thereunder with respect to any Parent Group Employees or Former Parent Group Employees, to the extent applicable), and (b) unless otherwise provided in this Agreement, assume and honor any obligations of the Parent Group under any Labor Agreements as such obligations relate to SpinCo Group Employees and Former SpinCo Group Employees. No later than as of immediately before the Effective Time, Parent shall have taken, or caused another member of the Parent Group to take, all actions that are necessary (if any) for Parent or another member of the Parent Group to (i) assume any Labor Agreements in effect with respect to Parent Group Employees and Former Parent Group Employees (excluding obligations thereunder with respect to any SpinCo Group Employees, or Former SpinCo Group Employees, to the extent applicable) and (ii) assume and honor any obligations of the SpinCo Group under any Labor Agreements as such obligations relate to Parent Group Employees and Former Parent Group Employees. For the avoidance of doubt, any withdrawal liability that is imposed on any member of the Parent Group at or after the Effective Time by a multiemployer pension plan and that relates to the obligation, or cessation of the obligation, of a member of the SpinCo Group to contribute to such plan, shall be a SpinCo Liability.

Section 3.04    Non-Solicitation.

(a)    Non-Solicitation. Each Party agrees that, for the period of 12 months immediately following the Effective Time, such Party shall, and shall cause each member in its Group to, not solicit for employment any individual who, as of immediately prior to the Effective Time, was an employee of a member of the other Group and worked from, or was otherwise assigned to, the corporate office of such Group (“Restricted Employees”); provided that the foregoing restrictions shall not apply to: (i) any Restricted Employee who terminates employment (which for the avoidance of doubt, occurs at the end of any garden leave, if applicable) at least six (6) months prior to the applicable solicitation and/or hiring, and (ii) the solicitation of a Restricted Employee whose employment was involuntarily terminated by the employing Party in a severance qualifying termination before the employment discussions with the soliciting Party commenced; and provided, further, that it shall not be deemed to be a violation of this Section 3.04 for either Party, or the members of its Group, to post a general solicitation that is not targeted at Restricted Employees of the other Party and the members of its Group.

(b)    Remedies; Enforcement. Each Party acknowledges and agrees that (i) injury to the employing Party from any breach by the other Party of the obligations set forth in this Section 3.04 would be irreparable and impossible to measure and (ii) the remedies at Law for any breach or threatened breach of this Section 3.04, including monetary damages, would therefore be inadequate compensation for any loss, and the employing Party shall have the right to specific performance and injunctive or other equitable relief in accordance with this Section 3.04, in addition to any and all other rights and remedies at Law or in equity, and all such rights and remedies shall be cumulative. Each Party understands and acknowledges that the restrictive covenants and other agreements contained in this Section 3.04 are an essential part of this Agreement and the transactions contemplated hereby. It is the intent of the Parties that the

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provisions of this Section 3.04 shall be enforced to the fullest extent permissible under applicable Law applied in each jurisdiction in which enforcement is sought. If any particular provision or portion of this Section 3.04 shall be adjudicated to be invalid or unenforceable, such provision or portion thereof shall be deemed amended to the minimum extent necessary to render such provision or portion valid and enforceable, such amendment to apply only with respect to the operation of such provision or portion thereof in the particular jurisdiction in which such adjudication is made.

Article IV.

EQUITY, INCENTIVE AND EXECUTIVE COMPENSATION

Section 4.01    Generally. Each Parent Award that is outstanding as of immediately prior to the Effective Time shall be adjusted as described below; provided, however, that, prior to the Effective Time, the Parent Compensation Committee may provide for different adjustments with respect to some or all Parent Awards to the extent that the Parent Compensation Committee deems such adjustments necessary and appropriate. Any adjustments made by the Parent Compensation Committee pursuant to the foregoing sentence shall be deemed incorporated by reference herein as if fully set forth below and shall be binding on the Parties and their respective Affiliates. Before the Effective Time, the SpinCo Equity Plan shall be established, with such terms as are necessary to permit the implementation of the provisions of this Article IV.

Section 4.02    Equity Incentive Awards.

(a)    RSU Awards. Each Parent RSU Award that is outstanding as of immediately prior to the Effective Time shall be treated as follows:

(i)    If the holder is a Parent Group Employee or Former Employee, such award shall be converted, as of the Effective Time, into a Post-Separation Parent RSU Award, and shall, except as otherwise provided in this Section 4.02, be subject to the same terms and conditions (including with respect to vesting) after the Effective Time as were applicable to such Parent RSU Award immediately prior to the Effective Time; provided, however, that, from and after the Effective Time, the number of Parent Shares subject to such Post-Separation Parent RSU Award shall be equal to the product, rounded down to the nearest whole number of shares, obtained by multiplying (A) the number of Parent Shares subject to the corresponding Parent RSU Award immediately prior to the Effective Time, by (B) the Parent Ratio.

(ii)    If the holder is a SpinCo Group Employee, such award shall be converted, as of the Effective Time, into a SpinCo RSU Award, and shall, except as otherwise provided in this Section 4.02, be subject to the same terms and conditions (including with respect to vesting) after the Effective Time as were applicable to such Parent RSU Award immediately prior to the Effective Time; provided, however, that, from and after the Effective Time, the number of SpinCo Shares subject to such SpinCo RSU Award shall be equal to the product, rounded down to the nearest whole number of shares, obtained by multiplying (A) the number of Parent Shares subject to the corresponding Parent RSU Award immediately prior to the Effective Time, by (B) the SpinCo Ratio.

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(b)    Miscellaneous Award Terms. None of the Separation, the Distribution or any employment transfer described in Section 3.01(a) shall constitute a termination of employment for any Employee or termination of service for any nonemployee director for purposes of any Post-Separation Parent Award or any SpinCo Award. After the Effective Time, for any award adjusted under this Section 4.02, any reference to a “change in control,” “change of control” or similar definition in an award agreement, employment agreement or Parent Equity Plan applicable to such award, (x) with respect to Post-Separation Parent RSU Awards, shall be deemed to refer to a “change in control,” “change of control” or similar definition as set forth in the applicable award agreement, employment agreement or Parent Equity Plan, and (y) with respect to SpinCo RSU Awards, shall be deemed to refer to a “Change in Control” as defined in the SpinCo Equity Plan.

(c)    Registration and Other Regulatory Requirements. SpinCo agrees to file the appropriate registration statements with respect to, and to cause to be registered pursuant to the Securities Act, the SpinCo Shares authorized for issuance under the SpinCo Equity Plan, as required pursuant to the Securities Act, at or promptly following the Effective Time.

Section 4.03    Non-Equity Incentive Practices and Plans.

(a)    Annual Bonuses. The Parent Group shall be responsible for all bonus awards that would otherwise be payable under the Parent Annual Bonus Plans to SpinCo Group Employees or Former SpinCo Group Employees for all periods prior to the Distribution Date; provided that, with respect to fiscal year 2024, each such bonus award shall be based on: (i) in the case of the Parent EICP, the performance level certified by the Parent Compensation Committee and prorated based on the number of days elapsed from and including January 1 through the Distribution Date out of three hundred and sixty-six (366), and paid promptly following the Distribution Date, subject to the payment eligibility requirements of the Parent EICP and subject, to the extent applicable, to any valid deferral election made under the Parent Deferred Compensation Plan or SpinCo Deferred Compensation Plan, as applicable; or (ii) in the case of the Parent STIP, based on the results from the most recently completed quarter, the target level for such employee based on the employee’s pay grade prior to the Distribution Date and such employee’s straight-time wages paid in the plan year up to the Distribution Date and prorated based on the number of days elapsed from and including January 1 through the Distribution Date out of three hundred and sixty-six (366), and paid promptly following the Distribution Date, and subject, to the extent applicable, to any valid deferral election made under the Parent Deferred Compensation Plan or SpinCo Deferred Compensation Plan, as applicable. As of no later than the Effective Time, SpinCo shall establish the SpinCo EICP, which shall have substantially the same terms as of immediately prior to the Effective Time as those of the Parent EICP as applicable to the SpinCo Group Employees. SpinCo Group Employees who were covered by the Parent EICP immediately prior to the Distribution Date shall be eligible to participate in the SpinCo EICP, as applicable, on such terms as determined by SpinCo or required by an Individual Agreement. SpinCo Group Employees who participated in the Parent STIP shall be eligible to participate in the Everus Non-Officer Incentive Plan for 2024 as of the Effective Date through the end of the plan year on a prorated basis.

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(b)    Other Cash Incentive Plans.

(i)    No later than the Effective Time, the Parent Group shall continue to retain (or assume as necessary) any cash incentive plan that is for the exclusive benefit of Parent Group Employees and Former Parent Group Employees and, from and after the Effective Time, shall be solely responsible for all Liabilities thereunder.

(ii)    No later than the Effective Time, the SpinCo Group shall establish or continue to retain (or assume as necessary) any cash incentive plan that is for the exclusive benefit of SpinCo Group Employees and Former SpinCo Group Employees and, from and after the Effective Time, shall be solely responsible for all Liabilities thereunder.

Section 4.04    Director Compensation. Subject to Section 6.02(b), Parent shall be responsible for the payment of any fees for service on the Parent Board that are earned at, before, or after the Effective Time, and SpinCo shall not have any responsibility for any such payments. With respect to any Transferred Director, SpinCo shall be responsible for the payment of any cash fees for service on the SpinCo Board that are earned at any time after the Effective Time, and Parent shall not have any responsibility for any such payments. For the avoidance of doubt, with respect to the month in which the Distribution Date occurs, for any Transferred Director, Parent shall be responsible for the payment of the portion of the monthly cash director’s fee that relates to the portion of the month elapsed prior to the Distribution Date, and SpinCo shall be responsible for the payment of the remainder of such monthly cash director’s fee.

Article V.

QUALIFIED RETIREMENT PLANS

Section 5.01    Parent Pension Plans. Parent shall assume and retain the Parent Pension Plans as of the Effective Time and no member of the SpinCo Group shall assume or retain any Liability with respect to the Parent Pension Plans. Following the Effective Time, no SpinCo Group Employee shall be credited with any additional service under the Parent Pension Plans.

Section 5.02    SpinCo 401(k) Plans.

(a)    Establishment of Plan. Effective on or before the Distribution Date, SpinCo shall or shall cause the members of the SpinCo Group to, adopt and establish a SpinCo 401(k) Plan and a related trust (the “SpinCo 401(k) Trust”), which shall be intended to meet the tax qualification requirements of Section 401(a) of the Code, the tax exemption requirement of Section 501(a) of the Code, and the requirements described in Sections 401(k) and (m) of the Code and which shall have substantially similar terms in all material respects as of immediately prior to the Distribution Date as those of the Parent 401(k) Plan. Notwithstanding the foregoing, SpinCo may make such changes, modifications or amendments to the SpinCo 401(k) Plan as may be required by applicable Law or as are necessary and appropriate to reflect the Separation or which result from vendor limitations.

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(b)    Transfer of Account Balances. No later than thirty (30) days following the Effective Time (or such other times as mutually agreed to by the Parties), Parent shall cause the trustee of the Parent 401(k) Plan to transfer from the trust which forms a part of the Parent 401(k) Plan to the SpinCo 401(k) Trust, the account balances of SpinCo Group Employees under the Parent 401(k) Plan, determined as of the date of the transfer. Unless otherwise agreed by the Parties, such transfers shall be made in kind, including promissory notes evidencing the transfer of outstanding loans and, with respect to investments in the MDU Resources Common Stock (the “Parent Share Fund”), such transfer shall include Parent Shares and, if applicable, SpinCo Shares. Any Asset and Liability transfers pursuant to this Section 5.02 shall comply in all respects with Sections 411(d)(6) and 414(l) of the Code and, if required, shall be made not less than thirty (30) days after Parent shall have filed the notice under Section 6058(b) of the Code with respect to the applicable Parent 401(k) Plan. The Parties agree that to the extent that any Assets are not transferred in kind, the Assets transferred will be mapped into an appropriate investment vehicle. The SpinCo 401(k) Plan shall assume and honor the terms of all QDROs in effect under the Parent 401(k) Plan in respect of SpinCo Group Employees immediately prior to the Effective Time.

(c)    Transfer of Liabilities. Effective as of the Effective Time or if earlier, the date of transfer under Section 5.02(b) but subject to the Asset transfer specified in Section 5.02(b) above and retirement contribution described in Section 5.02(d) below, the SpinCo 401(k) Plan shall assume and be solely responsible for all the Liabilities for or relating to SpinCo Group Employees under the Parent 401(k) Plan, including any true-up contributions. SpinCo shall be responsible for all ongoing rights of or relating to SpinCo Group Employees for future participation (including the right to make payroll deductions) in the SpinCo 401(k) Plan.

(d)    Employer Contributions. As soon as practical following the Distribution Date, Parent shall make a pro rata retirement contribution to the SpinCo 401(k) Plan for each SpinCo Group Employee who transferred to the SpinCo Group prior to the Distribution Date for the portion of the current plan year of the Parent 401(k) Plan that has elapsed since January 1, 2024 until the date such SpinCo Group Employee transferred to the SpinCo Group (with the level of such retirement contribution based on the terms of the Parent 401(k) Plan).

(e)    SpinCo Share Fund in SpinCo 401(k) Plan. The SpinCo 401(k) Plan shall provide, effective as of the Effective Time: (i) for the establishment of a share fund for SpinCo Shares (the “SpinCo Share Fund”); (ii) that such SpinCo Share Fund shall receive all SpinCo Shares distributed in connection with the Distribution in respect of Parent Shares held in SpinCo 401(k) Plan accounts of SpinCo Group Employees and Former SpinCo Group Employees participating in the SpinCo 401(k) Plan immediately prior to the Effective Time; and (iii) that, following the Effective Time, contributions made by or on behalf of such participants shall be allocated to the SpinCo Share Fund, if so directed in accordance with the terms of the SpinCo 401(k) Plan.

(f)    Parent Share Fund in SpinCo 401(k) Plan. Following the Effective Time, Participants in the SpinCo 401(k) Plan shall be prohibited from increasing their holdings in the Parent Share Fund under the SpinCo 401(k) Plan and may elect to liquidate their holdings in the

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Parent Share Fund and invest those monies in any other investment fund offered under the SpinCo 401(k) Plan. After the Effective Time, all outstanding investments in the Parent Share Fund under the SpinCo 401(k) Plan shall be liquidated and reinvested in other investment funds offered under the SpinCo 401(k) Plan, on such dates and in accordance with such procedures as are determined by the administrator of the SpinCo 401(k) Plan.

(g)    SpinCo Share Fund in Parent 401(k) Plan. SpinCo Shares distributed in connection with the Distribution in respect of Parent Shares transferred to the Parent 401(k) Plan accounts of Parent Group Employees or Former Parent Group Employees who participate in the Parent 401(k) Plan shall be deposited in a SpinCo Share Fund under the Parent 401(k) Plan, and such participants in the Parent 401(k) Plan shall be prohibited from increasing their holdings in such SpinCo Share Fund under the Parent 401(k) Plan and may elect to liquidate their holdings in such SpinCo Share Fund and invest those monies in any other investment fund offered under the Parent 401(k) Plan. After the Effective Time, all outstanding investments in the SpinCo Share Fund under the Parent 401(k) Plan shall be liquidated and reinvested in other investment funds offered under the Parent 401(k) Plan, on such dates and in accordance with such procedures as are determined by the administrator of the Parent 401(k) Plan.

(h)    Plan Fiduciaries. The parties agree that for all periods (i) prior to the Effective Time, the MDU Resources Group, Inc. Employee Benefits Committee shall have the authority with respect to the Parent 401(k) Plan and the SpinCo 401(k) Plan, respectively, to determine the investment alternatives, the terms and conditions with respect to those investment alternatives and such other matters as are within the scope of their duties under ERISA and the terms of the applicable plan documents, and (ii) at and after the Effective Time, the MDU Resources Group, Inc. Employee Benefits Committee shall have such authority with respect to the Parent 401(k) Plan, and the SpinCo Employee Benefits Committee shall have such authority with respect to the SpinCo 401(k) Plan.

Article VI.

NONQUALIFIED DEFERRED COMPENSATION PLANS

Section 6.01    Deferred Compensation Plans.

(a)    Establishment of Plan. As of no later than the Effective Time, SpinCo shall establish a SpinCo Nonqualified Deferred Compensation Plan corresponding to the Parent Nonqualified Deferred Compensation Plan, with substantially the same terms as of the effective date as those of the corresponding Parent Nonqualified Deferred Compensation Plan. SpinCo may make such changes, modifications or amendments to the SpinCo Nonqualified Deferred Compensation Plan as may be required by applicable Law or as are necessary and appropriate to reflect the Separation, it being understood that any such changes, modifications or amendments shall not result in benefits that are less favorable than those provided under the corresponding Parent Nonqualified Deferred Compensation Plan to participants in such Parent Nonqualified Deferred Compensation Plan immediately prior to the effective date of the SpinCo Nonqualified Deferred Compensation Plan.

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(b)    Assumption of Liabilities in General. No later than the Effective Time, except as otherwise provided in this Section 6.01, SpinCo shall, and shall cause the SpinCo Nonqualified Deferred Compensation Plan to, assume all Liabilities under the Parent Nonqualified Deferred Compensation Plan for the benefits of SpinCo Group Employees and Former SpinCo Group Employees, determined as of immediately prior to the effective date of such SpinCo Nonqualified Deferred Compensation Plan, and the Parent Group and the Parent Nonqualified Deferred Compensation Plans shall be relieved of all Liabilities for the benefits. Parent shall, or shall cause a member of the Parent Group to, assume and retain all Liabilities under the Parent Nonqualified Deferred Compensation Plans for the benefits of Parent Group Employees and Former Parent Group Employees. On and after the effective date of each SpinCo Nonqualified Deferred Compensation Plan, SpinCo Group Employees and Former SpinCo Group Employees shall cease to be participants in the corresponding Parent Nonqualified Deferred Compensation Plan.

(c)    Establishment of Deferred Compensation Rabbi Trust. No later than the Effective Time, SpinCo shall, or shall cause a member of the Spin Group to, adopt a rabbi trust with respect to the SpinCo Deferred Compensation Plan (which plan shall be adopted pursuant to Sections 2.02 and 6.01(a)) (the “SpinCo Deferred Compensation Plan Rabbi Trust”), the terms of which rabbi trust shall be substantially comparable as of the date that such rabbi trust is formed to the terms of the rabbi trust for the MDU Resources Group, Inc. Deferred Compensation Plan (the “Parent Deferred Compensation Plan Rabbi Trust”), to the extent that such terms of the Parent Deferred Compensation Rabbi Trust relate to obligations in respect of the MDU Resources Group, Inc. Deferred Compensation Plan, with such changes, modifications or amendments to the SpinCo Deferred Compensation Plan Rabbi Trust as may be required by applicable Law. In connection with the establishment by SpinCo of the SpinCo Deferred Compensation Plan and the assumption by SpinCo and the SpinCo Deferred Compensation Plan of the Liabilities under the MDU Resources Group, Inc. Deferred Compensation Plan in respect of the SpinCo Group Employees and Former SpinCo Group Employees, Parent shall transfer from the Parent Deferred Compensation Plan Rabbi Trust to the SpinCo Deferred Compensation Plan Rabbi Trust a pro rata portion of the Assets held by the Parent Deferred Compensation Rabbi Trust based on the ratio of the bookkeeping account balances of the SpinCo Group Employees and Former SpinCo Group Employees to the bookkeeping account balances of all Employees and Former Employees under the MDU Resources Group, Inc. Deferred Compensation Plan as of the last business day prior to the date of transfer.

(d)    Retention and Assumption of Other Deferred Compensation Liabilities. No later than the Effective Time, SpinCo shall assign, and Parent shall, or shall cause the members of the Parent Group to, assume and retain, any Liabilities with respect to any SpinCo Group Employee or Former SpinCo Group Employee under the Parent SISP and Parent NQDCP. No later than the Effective Time, SpinCo shall have taken such action as is necessary so that it is no longer a participating employer in the rabbi trust with respect to the Parent SISP and Parent NQDCP and no longer entitled to Assets held in such rabbi trust. No later than the Effective Time, SpinCo shall assume or retain all liability with respect to the supplemental executive retirement plan listed on Schedule 6.01(d).

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(e)    Notice Requirement. In the event any SpinCo Group Employee who is a participant in the Parent NQDCP terminates employment or service with the SpinCo Group, SpinCo shall cause written notice of such termination to be provided to Parent within fifteen (15) days following such termination of service.

Section 6.02    Director Deferred Compensation.

(a)    Establishment of SpinCo Director Deferred Compensation Plan. As of no later than the Effective Time, SpinCo shall establish the SpinCo Director Deferred Compensation Plan, which plan shall have substantially the same terms as of immediately prior to the Effective Time as the Parent Director Deferred Compensation Plan. SpinCo may make such changes, modifications or amendments to the SpinCo Director Deferred Compensation Plan as may be required by applicable Law or as are necessary and appropriate to reflect the Separation, it being understood that any such changes, modifications or amendments shall not result in benefits that are less favorable than those provided under the Parent Director Deferred Compensation Plan to Transferred Directors who participated in the Parent Director Deferred Compensation Plan immediately prior to the Effective Time.

(b)    Liability for Director Deferred Compensation Plan Accounts. As of the Effective Time, except as otherwise provided in this Section 6.02, SpinCo shall, and shall cause the SpinCo Director Deferred Compensation Plan to, assume all Liabilities under the Parent Director Deferred Compensation Plan for the benefits of Transferred Directors, determined as of immediately prior to the Effective Time, and the Parent Group and the Parent Director Deferred Compensation Plan shall be relieved of all Liabilities for those benefits. Parent shall assume and retain all Liabilities under the Parent Director Deferred Compensation Plans the benefits of Parent Directors and all nonemployee directors who ceased serving on the Parent Board prior to the Effective Time. On and after the Effective Time, Transferring Directors shall cease to be participants in the Parent Director Deferred Compensation Plan.

(c)    Adjustment Methodology. All deferred stock units notionally credited to a participant’s account under the Parent Director Deferred Compensation Plan immediately prior to the Effective Time shall be adjusted from and after the Effective Time so that (i) with respect to a participant in the Parent Director Deferred Compensation Plan immediately following the Effective Time, such deferred stock units shall continue to relate solely to Parent Shares, and the number of deferred stock units notionally credited as of the Effective Time under the Parent Director Deferred Compensation Plan shall be equal to the product, rounding down to the nearest whole number of shares, obtained by multiplying (A) the number of Parent Shares underlying deferred stock units notionally credited to such participant’s account under the Parent Director Deferred Compensation Plan immediately prior to the Effective Time by (B) the Parent Ratio or (ii) with respect to a participant in the SpinCo Director Deferred Compensation Plan immediately following the Effective Time, such deferred stock units shall relate solely to SpinCo Shares and the number of deferred stock units notionally credited as of the Effective Time under the SpinCo Director Deferred Compensation Plan shall be equal to the product, rounding down to the nearest whole number of shares, obtained by multiplying (A) the number of Parent Shares underlying

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deferred stock units notionally credited to such participant’s account under the Parent Director Deferred Compensation Plan immediately prior to the Effective Time by (B) the SpinCo Ratio.

Section 6.03    Participation; Distributions. The Parties acknowledge that none of the transactions contemplated by this Agreement, the Separation and Distribution Agreement or any Ancillary Agreement shall trigger a payment or distribution of compensation for any participant under any of the Parent NQDCP, Parent SISP, Parent Nonqualified Deferred Compensation Plans, SpinCo Nonqualified Deferred Compensation Plans, SpinCo Director Deferred Compensation Plan or Parent Director Deferred Compensation Plan and, consequently, that the payment or distribution of any compensation to which such participant is entitled under any such plan shall occur upon such participant’s separation from service from the Parent Group or SpinCo Group or at such other time as provided in the applicable deferred compensation plan or participant’s deferral election.

Article VII.

WELFARE BENEFIT PLANS

Section 7.01    Welfare Plans.

(a)    Establishment of SpinCo Welfare Plans. Except as otherwise provided in this Article VII, as of or before the Effective Time, SpinCo shall, or shall cause the members of the SpinCo Group to establish the SpinCo Welfare Plans pursuant to Section 2.03(a) that generally correspond to the Parent Welfare Plans in which such SpinCo Group Employees participate immediately prior to the Effective Time, with such changes, modifications or amendments as may be required by applicable Law or as are necessary and appropriate to reflect the Separation. In addition, SpinCo or members of the SpinCo Group shall retain the right to modify, amend, alter or terminate the terms of any SpinCo Welfare Plan after the Effective Time to the same extent that the Parent Group had such rights under the corresponding Parent Welfare Plan. For the avoidance of doubt, to the extent that SpinCo maintains SpinCo Welfare Plans for SpinCo Group Employees and Former SpinCo Group Employees prior to the Distribution Date, SpinCo may continue to provide such SpinCo Welfare Plans after the Effective Time, including with the same level of benefits, employee premiums, copays and deductibles in effect immediately prior to the Distribution Date.

(b)    Waiver of Conditions; Benefit Maximums. SpinCo shall, or shall cause the members of the SpinCo Group to, use commercially reasonable efforts to cause the SpinCo Welfare Plans to:

(i)    with respect to the enrollment as of the Effective Time, waive (x) all limitations as to preexisting conditions, exclusions, and service conditions with respect to participation and coverage requirements applicable to any SpinCo Group Employee or Former SpinCo Group Employee, other than limitations that were in effect with respect to the SpinCo Group Employee or Former SpinCo Group Employee under the applicable Parent Welfare Plan as of immediately prior to the Effective Time, and (y) any waiting period limitation or evidence of insurability requirement applicable to a SpinCo Group Employee or Former SpinCo Group Employee other than limitations or requirements that were in effect with respect to such SpinCo

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Group Employee or Former SpinCo Group Employee under the applicable Parent Welfare Plans as of immediately prior to the Effective Time; and

(ii)    take into account (x) with respect to aggregate annual, lifetime, or similar maximum benefits available under the SpinCo Welfare Plans, a SpinCo Group Employee’s, or Former SpinCo Group Employee’s prior claim experience under the Parent Welfare Plans and any Benefit Plan that provides leave benefits; and (y) any eligible expenses incurred by a SpinCo Group Employee or Former SpinCo Group Employee and his or her covered dependents during the portion of the plan year of the applicable Parent Welfare Plan ending as of the Effective Time to be taken into account under such SpinCo Welfare Plan for purposes of satisfying all deductible, coinsurance, and maximum out-of-pocket requirements applicable to such SpinCo Group Employee or Former SpinCo Group Employee and his or her covered dependents for the applicable plan year to the same extent as such expenses were taken into account by Parent for similar purposes prior to the Effective Time as if such amounts had been paid in accordance with such SpinCo Welfare Plan.

(c)    Allocation of Welfare Plan Assets and Liabilities. Effective as of the Effective Time and except as otherwise provided in this Article VII or in the proviso to this sentence, the Parent Group shall retain or assume, as applicable, and be responsible for all Assets (including any insurance contracts, policies or other funding vehicles) and Liabilities relating to, arising out of or resulting from health and welfare coverage or claims incurred by or on behalf of Employees or Former Employees under the Parent Welfare Plans before the Effective Time; provided that the SpinCo Group shall retain or assume, as applicable, Liabilities relating to, arising out of or resulting from group health coverage or claims incurred by or on behalf of SpinCo Group Employees or Former SpinCo Group Employees before the Effective Time. No SpinCo Welfare Plan shall provide coverage to any Parent Group Employee or Former Parent Group Employee after the Effective Time, and except as provided in this Article VII, no Parent Welfare Plan shall provide coverage to any SpinCo Group Employee or Former SpinCo Group Employee after the Effective Time.

Section 7.02    Retiree Medical, Dental, Vision, AD&D, and Life Plans.

(a)    Treatment of VEBA Trust. Immediately prior to the Effective Time, the SpinCo Group shall withdraw and cease to be a participating employer in the MDU Resources Group, Inc. Retiree Benefit VEBA.

(b)    SpinCo Group Employees. Effective as of the Distribution Date, SpinCo shall assume and retain all Liabilities for the Parent Retiree Medical Plan, including eligibility for benefits under such plan and payments in lieu of participation in such plan, with respect to SpinCo Group Employees.

(c)    RemainCo Group Employees. Effective as of the Distribution Date, RemainCo shall assume and retain all Liabilities for the Parent Retiree Medical Plan, including eligibility for benefits under such plan with respect to RemainCo Group Employees, Former RemainCo Group Employees and Former SpinCo Group Employees.

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Section 7.03    COBRA. The Parent Group shall continue to be responsible for complying with, and providing coverage pursuant to, the health care continuation requirements of COBRA, and the corresponding provisions of the Parent Welfare Plans with respect to any Parent Group Employees and any Former Parent Group Employees (and their covered dependents) who experience a qualifying event under COBRA before, as of, or after the Effective Time. Effective as of the Effective Time, the SpinCo Group shall assume responsibility for complying with, and providing coverage pursuant to, the health care continuation requirements of COBRA, and the corresponding provisions of the SpinCo Welfare Plans with respect to any SpinCo Group Employees or Former SpinCo Group Employees (and their covered dependents) who experience a qualifying event under the SpinCo Welfare Plans and/or the Parent Welfare Plans before, as of, or after the Effective Time. The Parties agree that the consummation of the transactions contemplated by the Separation and Distribution Agreement shall not constitute a COBRA qualifying event for any purpose of COBRA.

Section 7.04    Flexible Spending Accounts. As of no later than the Effective Time, SpinCo shall, or shall cause the members of the SpinCo Group to, establish SpinCo Welfare Plans, including a cafeteria plan that shall provide health or dependent care flexible spending account benefits to SpinCo Group Employees on and after the Effective Time (collectively, the “SpinCo Flex Plan”). The Parties shall use commercially reasonable efforts to ensure that as of the Effective Time, any health and dependent care flexible spending accounts of SpinCo Group Employees (whether positive or negative) (the “Transferred Account Balances”) under Parent Welfare Plans are transferred as soon as practicable after the Effective Time, from the Parent Welfare Plans to the SpinCo Flex Plan (but only to the extent such accounts under the Parent Welfare Plans are not already maintained by SpinCo). Such SpinCo Flex Plan shall assume responsibility as of the Effective Time for all outstanding health or dependent care claims under the corresponding Parent Welfare Plans of each SpinCo Group Employee as of the first day of the year in which the Effective Time occurs and shall assume and agree to perform the obligations of the corresponding Parent Welfare Plans from and after the Effective Time. As soon as practicable after the Effective Time, and in any event within thirty (30) days after the amount of the Transferred Account Balances is determined or such later date as mutually agreed upon by the Parties, Parent shall pay SpinCo the net aggregate amount of the Transferred Account Balances, if such amount is positive, and SpinCo shall pay Parent the net aggregate amount of the Transferred Account Balances, if such amount is negative.

Section 7.05    Disability Plans. The Parent Group shall assume and retain all Liabilities for providing long-term disability benefits under a Parent Welfare Plan with respect to any Parent Group Employee or Former Parent Group Employee and with respect to any SpinCo Group Employee and any Former SpinCo Group Employee who is on short-term disability at the Distribution Date and who subsequently becomes eligible to receive long-term disability benefits under a Parent Welfare Plan that provides long-term disability benefits but only with respect to benefits arising from long-term disability claims incurred by any SpinCo Group Employee or Former SpinCo Group Employee prior to the Distribution Date and only to the extent that such individual is entitled to such benefit. For this purpose, a disability claim shall be considered incurred on the date of the occurrence of the event or condition giving rise to disability. For the avoidance of doubt, if, at the Distribution Date, a SpinCo Group Employee is on short-term

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disability due to an event or condition that occurred prior to the Distribution Date, such Employee shall remain a SpinCo Group Employee and to the extent that such SpinCo Group Employee becomes entitled to long-term disability benefits under a Parent Welfare Plan, Parent shall be liable to provide long-term disability benefits under the Parent Welfare Plan but only to the extent that such individual is entitled to such benefit. Except as provided in this Section 7.05, the SpinCo Group shall assume and retain all Liabilities for long-term disability benefits with respect to any SpinCo Group Employee.

Section 7.06    Vacation, Holidays, PTO and Leaves of Absence. Effective as of no later than the Effective Time, the SpinCo Group shall assume all Liabilities of the SpinCo Group with respect to vacation, holiday, PTO, annual leave or other leave of absence, and required payments related thereto, for each SpinCo Group Employee, unless otherwise required by applicable Law. The Parent Group shall retain all Liabilities with respect to vacation, holiday, annual leave or another leave of absence, and required payments related thereto, for each Parent Group Employee. For the avoidance of doubt, to the extent that SpinCo maintains SpinCo Welfare Plans providing vacation, holiday, PTO, annual leave or other leave of absence prior to the Distribution Date, SpinCo may continue such arrangements with the same level of benefits after the Effective Time.

Section 7.07    Workers’ Compensation. The treatment of workers’ compensation claims shall be governed by Section 5.1 of the Separation and Distribution Agreement.

Article VIII.

MISCELLANEOUS

Section 8.01    Preservation of Rights to Amend. Except as set forth in this Agreement, the rights of each member of the Parent Group and each member of the SpinCo Group to amend, waive, or terminate any plan, arrangement, agreement, program, or policy referred to herein shall not be limited in any way by this Agreement.

Section 8.02    Fiduciary Matters. Parent and SpinCo each acknowledge that actions required to be taken pursuant to this Agreement may be subject to fiduciary duties or standards of conduct under ERISA or other applicable Law, and no Party shall be deemed to be in violation of this Agreement if it fails to comply with any provisions hereof based upon its good-faith determination (as supported by advice from counsel experienced in such matters) that to do so would violate such a fiduciary duty or standard. Each Party shall be responsible for taking such actions as are deemed necessary and appropriate to comply with its own fiduciary responsibilities and shall fully release and indemnify the other Party for any Liabilities caused by the failure to satisfy any such responsibility.

Section 8.03    Further Assurances. Each Party hereto shall take, or cause to be taken, any and all reasonable actions, including the execution, acknowledgment, filing and delivery of any and all documents and instruments that any other Party hereto may reasonably request in order to effect the intent and purpose of this Agreement and the transactions contemplated hereby.

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Section 8.04    Third-Party Beneficiaries. Without limiting the scope of section 10.4 of the Separation and Distribution Agreement, the provisions of this Agreement are solely for the benefit of the Parties and are not intended to confer upon any Person except the Parties any rights or remedies hereunder and there are no third-party beneficiaries of this Agreement, and this Agreement shall not provide any Third Party with any remedy, claim, Liability, reimbursement, claim of action or other right in excess of those existing without reference to this Agreement. Nothing in this Agreement is intended to amend any employee benefit plan or affect the applicable plan sponsor’s right to amend or terminate any employee benefit plan pursuant to the terms of such plan. The provisions of this Agreement are solely for the benefit of the Parties, and no Employee or Former Employee, officer, director, or independent contractor or any other individual associated therewith shall be regarded for any purpose as a third-party beneficiary of this Agreement.

Section 8.05    Dispute Resolution. The dispute resolution procedures set forth in Article VII of the Separation and Distribution Agreement shall apply to any dispute, controversy or claim arising out of or relating to this Agreement.

Section 8.06    Incorporation of Separation and Distribution Agreement Provisions. Article X of the Separation and Distribution Agreement is incorporated herein by reference and shall apply to this Agreement as if set forth herein mutatis mutandis.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the Parties have caused this Employee Matters Agreement to be executed by their duly authorized representatives as of the date first written above.

			MDU RESOURCES GROUP, INC.
			By:
						Name:
						Title:

[Signature Page to Employee Matters Agreement]

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IN WITNESS WHEREOF, the Parties have caused this Employee Matters Agreement to be executed by their duly authorized representatives as of the date first written above.

			EVERUS CONSTRUCTION GROUP, INC.
			By:
						Name:
						Title:

[Signature Page to Employee Matters Agreement]

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Schedule 6.01(d) – Supplemental Executive Retirement Plan

John G. Harp Supplemental Executive Retirement Plan

Exhibit 10.4

FORM OF

EVERUS CONSTRUCTION GROUP, INC.

LONG-TERM PERFORMANCE-BASED INCENTIVE PLAN

ARTICLE I

Establishment, Purpose and Duration

1.1    Purpose of the Plan. The purpose of the Everus Construction Group, Inc. Long-Term Performance-Based Incentive Plan (hereinafter referred to as the “Plan”) is to promote the success and enhance the value of the Company by linking the personal interests of Participants to those of Company stockholders and customers. The Plan permits the grant of Restricted Stock, Restricted Stock Units, Performance Units, Performance Shares and other awards.

The Plan is further intended to provide flexibility to the Company in its ability to motivate, attract and retain the services of Participants upon whose judgment, interest and special effort the successful conduct of its operations is largely dependent.

1.2    Duration of the Plan. The Plan became effective on the date on which the Spin-Off occurred (the “Effective Date”). Prior to the Effective Date, this Plan was approved by the Board and by MDU Resources Group, Inc. as the sole shareholder of the Company. The Plan shall remain in effect, subject to the right of the Board of Directors to terminate the Plan at any time pursuant to Article 13, until all Shares subject to it shall have been purchased or acquired according to the Plan’s provisions.

ARTICLE II

Definitions

Whenever used in the Plan, the following terms shall have the meanings set forth below and, when such meaning is intended, the initial letter of the word is capitalized:

2.1    “Assumed Spin-Off Award” means an award granted to certain employees and non-employee directors of the Company, MDU Resources Group, Inc. and their respective subsidiaries under an equity compensation plan maintained by MDU Resources Group, Inc., which is assumed by the Company in connection with the Spin-Off pursuant to the terms of the Employee Matters Agreement.

2.2    “Award” means, individually or collectively, a grant under the Plan of Restricted Stock, Restricted Stock Units, Performance Units, Performance Shares or any other type of award permitted under Article 8 or an Assumed Spin-Off Award.

2.3    “Award Agreement” means an agreement entered into by each Participant and the Company, setting forth the terms and provisions applicable to an Award granted to a Participant under the Plan.

2.4    “Board” or “Board of Directors” means the Board of Directors of the Company.

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2.5    A “Change in Control” shall mean:

(a)    The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act (a “Person”)) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (i) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (a), the following acquisitions shall not constitute a Change in Control: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (iv) any acquisition by any corporation= pursuant to a transaction which complies with clauses (i), (ii) and (iii) of subsection (c) of this Section 2.5; or

(b)    Individuals who, as of the Effective Date constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or

(c)    Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), in each case, unless, following such Business Combination, (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 60% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation or entity resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of

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the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (ii) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or

(d)    Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

For avoidance of doubt, unless otherwise determined by the Board, the sale of a subsidiary, operating entity or business unit of the Company shall not constitute a Change in Control for purposes of this Agreement.

2.6    “Code” means the Internal Revenue Code of 1986, as amended from time to time.

2.7    “Committee” means the Committee, as specified in Article 3, appointed by the Board to administer the Plan with respect to Awards.

2.8    “Company” means Everus Construction Group, Inc., a Delaware corporation, or any successor thereto as provided in Article 16.

2.9    “Director” means any individual who is a member of the Board of Directors of the Company.

2.10    “Disability” means “permanent and total disability” as defined under Section 22(e)(3)of the Code.

2.11    “Dividend Equivalent” means, with respect to Shares subject to an Award, a right to be paid an amount equal to dividends declared on an equal number of outstanding Shares, whether deliverable in the form of cash or additional Shares.

2.12    “Effective Date” has the meaning set forth in Section 1.2.

2.13    “Eligible Individual” means non-employee director, Employee or consultants of the Company or any of its Subsidiaries, and any prospective non-employee Director, Employee

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or consultant who has accepted an offer of employment or consultancy from the Company or any of its Subsidiaries.

2.14    “Employee” means any full-time or regularly scheduled part-time employee of the Company or of the Company’s Subsidiaries, who is not covered by any collective bargaining agreement to which the Company or any of its Subsidiaries is a party. For purposes of the Plan, transfer of employment of an Employee between the Company and any one of its Subsidiaries (or between Subsidiaries) shall not be deemed a termination of employment.

2.15    “Employee Matters Agreement” means the Employee Matters Agreement entered into between the Company and MDU Resources Group, Inc. in connection with the Spin-Off.

2.16    “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, or any successor act thereto.

2.17    “Fair Market Value” means, with respect to a Share and except as otherwise provided by the Award Agreement, the average of the high and low sale prices as reported in the consolidated transaction reporting system or, if there is no such sale on the relevant date, then on the last previous day on which a sale was reported or in the event that there shall be no public market on the relevant date, the fair market value as determined by the Committee.

2.18    “Full Value Award” means an Award pursuant to which Shares may be issued.

2.19    “Participant” means any Eligible Individual who is selected by the Committee to receive an Award under the Plan or who receives an Assumed Spin-Off Award.

2.20    “Performance Goals” means the performance goals established by the Committee, which may be based on one or more of the following measures or other measures selected by the Committee: sales or revenues, earnings per share, shareholder return and/or value, funds from operations, cash flow from operations (dollar target or as % of revenue), gross margin or gross profit (dollar target or as % of revenue), operations and maintenance expense (dollar target or as % of revenue), general and administrative expense (dollar target or as % of revenue), total operating expense (dollar target or as % of revenue), operating income (dollar target or as % of revenue), pretax income (dollar target or as % of revenue), earnings before interest, taxes, depreciation and amortization or “EBITDA” (dollar target or as % of revenue), earnings before interest and taxes or “EBIT” (dollar target or as % of revenue), gross income, net income, cash flow, earnings, return on equity, return on invested capital, return on assets, return on net assets, working capital as percentage of revenue, days sales outstanding/accounts receivable turnover, current ratio, capital efficiency, operating ratios, stock price, enterprise value, company value, asset value growth, net asset value, shareholders’ equity, dividends, customer satisfaction, accomplishment of mergers, acquisitions, dispositions or similar extraordinary business transactions, safety, sustainability, profit returns and margins, financial return ratios, and market performance. Performance goals may be measured solely on a corporate, subsidiary, business unit or individual basis, or a combination thereof. Performance goals may reflect absolute entity or individual performance or a relative comparison of entity or individual performance to the performance of a peer group of entities or other external measure.

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2.21    “Performance Share” means an Award granted to an Employee, as described in Article 7.

2.22    “Performance Unit” means an Award granted to an Employee, as described in Article 7.

2.23    “Period of Restriction” means the period during which the transfer of Restricted Stock is limited in some way, as provided in Article 6.

2.24    “Person” has the meaning set forth in Section 2.5(a).

2.25    “Plan” has the meaning set forth in Section 1.1.

2.26    “Restricted Stock” means an Award of Shares granted to a Participant pursuant to Article 6.

2.27    “Restricted Stock Unit” means an Award of Shares granted to a Participant pursuant to Article 7.

2.28    “Separation from Service” has the meaning set forth in Article 20.

2.29    “Shares” means the shares of common stock of the Company.

2.30    “Spin-Off” means the distribution of all of the outstanding Shares to the stockholders of MDU Resources Group, Inc. in 2024, pursuant to the Separation and Distribution Agreement between the Company and MDU Resources Group, Inc entered into in connection with such distribution.

2.31    “Subsidiary” means any corporation that is a “subsidiary corporation” of the Company as that term is defined in Section 424(f) of the Code.

ARTICLE III

Administration

3.1    The Committee. The Plan shall be administered by the Compensation Committee of the Board, or by any other Committee appointed by the Board. The members of the Committee shall be appointed from time to time by, and shall serve at the discretion of, the Board of Directors.

3.2    Authority of the Committee. The Committee shall have full power except as limited by law, the Articles of Incorporation and the Bylaws of the Company, subject to such other restricting limitations or directions as may be imposed by the Board and subject to the provisions herein, to determine the size and types of Awards; to determine the terms and conditions of such Awards in a manner consistent with the Plan; to construe and interpret the Plan and any agreement or instrument entered into under the Plan; to establish, amend or waive rules and regulations for the Plan’s administration; and (subject to the provisions of Article 13) to amend the terms and conditions of any outstanding Award. Further, the Committee shall make

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all other determinations which may be necessary or advisable for the administration of the Plan. As permitted by law, the Committee may delegate its authorities as identified hereunder.

3.3    Restrictions on Share Transferability. The Committee may impose such restrictions on any Shares acquired pursuant to Awards under the Plan as it may deem advisable, including, without limitation, restrictions to comply with applicable Federal securities laws, with the requirements of any stock exchange or market upon which such Shares are then listed and/or traded and with any blue sky or state securities laws applicable to such Shares.

3.4    Approval. The Board or the Committee shall approve all Awards made under the Plan and all elections made by Participants, prior to their effective date, to the extent necessary to comply with Rule 16b-3 under the Exchange Act.

3.5    Decisions Binding. All determinations and decisions made by the Committee pursuant to the provisions of the Plan and all related orders or resolutions of the Board shall be final, conclusive and binding on all persons, including the Company, its stockholders, Employees, Participants and their estates and beneficiaries.

3.6    Costs. The Company shall pay all costs of administration of the Plan.

ARTICLE IV

Shares Subject to the Plan

4.1    Number of Shares. Subject to Section 4.2, the maximum number of Shares that may be issued pursuant to Awards under the Plan shall be 3,000,000 which includes Shares subject to the Assumed Spin-Off Awards. Shares underlying lapsed or forfeited Awards of Restricted Stock shall not be treated as having been issued pursuant to an Award under the Plan. Shares withheld from an Award to satisfy tax withholding obligations shall be counted as Shares issued pursuant to an Award under the Plan. Shares that are potentially deliverable under an Award that expires or is canceled, forfeited, settled in cash or otherwise settled without the delivery of Shares shall not be treated as having been issued under the Plan.

Shares issued pursuant to the Plan may be (i) authorized but unissued Shares of Common Stock, (ii) treasury shares, or (iii) shares purchased on the open market.

4.2    Adjustments in Authorized Shares. In the event of any equity restructuring such as a stock dividend, stock split, spinoff, rights offering or recapitalization through a large, nonrecurring cash dividend, the Committee shall cause an equitable adjustment to be made (i) in the number and kind of Shares that may be delivered under the Plan, (ii) in the individual limitations set forth in Section 4.3 and (iii) with respect to outstanding Awards, in the number and kind of Shares subject to outstanding Awards, price of Shares subject to outstanding Awards, any Performance Goals relating to Shares, the market price of Shares, or per-Share results, and other terms and conditions of outstanding Awards, in the case of (i), (ii) and (iii) to prevent dilution or enlargement of rights. In the event of any other change in corporate capitalization, such as a merger, consolidation or liquidation, the Committee may, in its sole discretion, cause an equitable adjustment as described in the foregoing sentence to be made to prevent dilution or

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enlargement of rights. The number of Shares subject to any Award shall always be rounded down to a whole number when adjustments are made pursuant to this Section 4.2. Adjustments made by the Committee pursuant to this Section 4.2 shall be final, binding and conclusive.

4.3    Individual Limitations. Subject to Section 4.2, (i) the total maximum number of Shares that may be subject to Awards granted in any calendar year to any Participant (other than a non-employee Director) shall not exceed 500,000 Shares; (ii) the total maximum value of cash Awards that may be granted pursuant to Article 8 in any calendar year to any Participant shall not exceed $6,000,000; and (iii) the maximum value of Shares that may be granted pursuant to Awards to any non-employee Director in any calendar year shall be equal to $350,000 as of the applicable date of grant. None of the foregoing individual limitations set forth in this Section 4.3 shall apply to Assumed Spin-Off Awards.

ARTICLE V

Eligibility and Participation

5.1    Eligibility. Eligible Individuals shall be eligible to participate in the Plan.

5.2    Actual Participation. Subject to the provisions of the Plan, the Committee may, from time to time, select from all Eligible Individuals those to whom Awards shall be granted and shall determine the nature and amount of each Award.

ARTICLE VI

Restricted Stock

6.1    Grant of Restricted Stock. Subject to the terms and conditions of the Plan, Restricted Stock may be granted to Eligible Individuals at any time and from time to time, as shall be determined by the Committee.

The Committee shall have complete discretion in determining the number of shares of Restricted Stock granted to each Participant (subject to Article 4) and, consistent with the provisions of the Plan, in determining the terms and conditions pertaining to such Restricted Stock.

In addition, the Committee may condition the grant or vesting, as applicable, of Restricted Stock upon the attainment of the Performance Goals selected by the Committee.

6.2    Restricted Stock Award Agreement. Each Restricted Stock grant shall be evidenced by a Restricted Stock Award Agreement that shall specify the Period or Periods of Restriction, the number of Restricted Stock Shares granted and such other provisions as the Committee shall determine.

6.3    Transferability. Restricted Stock granted hereunder may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until the end of the applicable Period of Restriction established by the Committee and specified in the Restricted Stock Award Agreement. All rights with respect to the Restricted Stock granted to a Participant under the Plan

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shall be available during his or her lifetime only to such Participant or his or her legal representative.

6.4    Certificate Legend. Each certificate representing Restricted Stock granted pursuant to the Plan may bear a legend substantially as follows:

(i)    The sale or other transfer of the shares of stock represented by this certificate, whether voluntary, involuntary or by operation of law, is subject to certain restrictions on transfer as set forth in Everus Construction Group, Inc. Long-Term Performance-Based Incentive Plan and in a Restricted Stock Award Agreement. A copy of such Plan and such Agreement may be obtained from Everus Construction Group, Inc.

(ii)    The Company shall have the right to retain the certificates representing Restricted Stock in the Company’s possession until such time as all restrictions applicable to such Shares have been satisfied.

6.5    Removal of Restrictions. Restricted Stock shall become freely transferable by the Participant after the last day of the Period of Restriction applicable thereto. Once Restricted Stock is released from the restrictions, the Participant shall be entitled to have the legend referred to in Section 6.4 removed from his or her stock certificate.

6.6    Voting Rights. During the Period of Restriction, Participants holding Restricted Stock may exercise full voting rights with respect to those Shares.

6.7    Dividends and Other Distributions. Subject to the Committee’s right to determine otherwise at the time of grant, during the Period of Restriction, Participants holding Restricted Stock shall receive all regular cash dividends paid with respect to all Shares while they are so held. All other distributions paid with respect to such Restricted Stock shall be credited to Participants subject to the same restrictions on transferability and forfeitability as the Restricted Stock with respect to which they were paid and shall be paid to the Participant within forty-five (45) days following the full vesting of the Restricted Stock with respect to which such distributions were made.

6.8    Termination of Employment. Each Restricted Stock Award Agreement shall set forth the extent to which the Participant shall have the right to vest in unvested Restricted Stock upon termination of the Participant’s employment with the Company and its Subsidiaries. Such provisions shall be determined in the sole discretion of the Committee, shall be included in the Restricted Stock Award Agreement entered into with Participants, need not be uniform among all grants of Restricted Stock or among Participants and may reflect distinctions based on the reasons for termination of employment.

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ARTICLE VII

Restricted Stock Units, Performance

Units and Performance Shares

7.1    Grant of Restricted Stock Units, Performance Units and Performance Shares. Subject to the terms and conditions of the Plan, Restricted Stock Units, Performance Units and/or Performance Shares may be granted to an Eligible Individual at any time and from time to time, as shall be determined by the Committee.

The Committee shall have complete discretion in determining the number of Restricted Stock Units, Performance Units and/or Performance Shares granted to each Participant (subject to Article 4 herein) and, consistent with the provisions of the Plan, in determining the terms and conditions pertaining to such Awards.

7.2    Restricted Stock Units/Performance Unit/Performance Share Award Agreement. Each grant of Restricted Stock Units, Performance Units and/or Performance Shares shall be evidenced by a Restricted Stock Unit, Performance Unit and/or Performance Share Award Agreement that shall specify the number of Restricted Share Units, Performance Units and/or Performance Shares granted, the initial value (if applicable), the vesting conditions which may be time-based or performance based and such other provisions as the Committee shall determine, including but not limited to any rights to Dividend Equivalents.

7.3    Value of Restricted Stock Units, Performance Units/Performance Shares. Each Restricted Stock Unit or Performance Unit shall have an initial value that is established by the Committee at the time of grant. The Committee may set Performance Goals in its discretion which, depending on the extent to which they are met, will determine the number and/or value of Performance Units/Performance Shares that will be paid out to the Participants. The time period during which the Performance Goals must be met shall be called a “Performance Period.”

7.4    Earning of Performance Units/Performance Shares. After the applicable Performance Period has ended, the holder of Performance Units/Performance Shares shall be entitled to receive a payout with respect to the Performance Units/Performance Shares earned by the Participant over the Performance Period, to be determined as a function of the extent to which the corresponding Performance Goals have been achieved.

7.5    Form and Timing of Payment of Restricted Stock Units/Performance Units/Performance Shares. Except as provided in the Award Agreement, payment of a Restricted Stock Unit shall be made as soon as administratively practicable following the date on which such Restricted Stock Unit becomes vested and may be made in the discretion of the Committee, in cash or in Shares (or a combination thereof). Payment of earned Performance Units/Performance Shares shall be made following the close of the applicable Performance Period. The Committee, in its sole discretion, may pay earned Performance Units/Performance Shares in cash or in Shares (or in a combination thereof). Such Shares may be granted subject to any restrictions deemed appropriate by the Committee.

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7.6    Termination of Employment. Each Restricted Stock Unit/Performance Unit/Performance Share Award Agreement shall set forth the extent to which the Participant shall have the right to receive a Restricted Stock Unit/Performance Unit/Performance Share payment on or following termination of the Participant’s employment with the Company and its Subsidiaries during a Performance Period or other vesting period. Such provisions shall be determined in the sole discretion of the Committee, shall be included in the Award Agreement entered into with Participants, need not be uniform among all grants of Restricted Stock Units/Performance Units/Performance Shares or among Participants and may reflect distinctions based on reasons for termination of employment.

7.7    Transferability. Except as otherwise determined by the Committee and set forth in the Restricted Stock Unit/Performance Unit/Performance Share Award Agreement, Restricted Stock Unit/Performance Units/Performance Shares may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution, and a Participant’s rights with respect to Restricted Stock Units/Performance Units/Performance Shares granted under the Plan shall be available during the Participant’s lifetime only to such Participant or the Participant’s legal representative.

ARTICLE VIII

Other Awards

The Committee shall have the right to grant other Awards which may include, without limitation, the grant of fully vested Shares (subject to Article 15), the grant of Shares based on attainment of Performance Goals established by the Committee, the payment of Shares in lieu of cash, the payment of cash based on attainment of Performance Goals established by the Committee, and the payment of Shares in lieu of cash under other Company incentive or bonus programs. Payment under or settlement of any such Awards shall be made in such manner and at such times as the Committee may determine.

ARTICLE IX

Beneficiary Designation

Each Participant under the Plan may, from time to time, name any beneficiary or beneficiaries (who may be named contingently or successively) to whom any benefit under the Plan is to be paid in case of his or her death before he or she receives any or all of such benefit. Each such designation shall revoke all prior designations by the same Participant, shall be in a form prescribed by the Company, and will be effective only when filed by the Participant in writing with the Company during the Participant’s lifetime. In the absence of any such designation, benefits remaining unpaid at the Participant’s death shall be paid to the Participant’s estate.

The spouse of a married Participant domiciled in a community property jurisdiction shall join in any designation of beneficiary or beneficiaries other than the spouse.

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ARTICLE X

Deferrals

The Committee may permit a Participant to defer the Participant’s receipt of the payment of cash or the delivery of Shares that would otherwise be due to such Participant under the Plan. If any such deferral election is permitted, the Committee shall, in its sole discretion, establish rules and procedures for such payment deferrals.

ARTICLE XI

Rights of Employees

11.1    Employment. Nothing in the Plan shall interfere with or limit in any way the right of the Company to terminate any Participant’s employment or services at any time, for any reason or no reason in the Company’s sole discretion, nor confer upon any Participant any right to continue in the employ of the Company or any right to be retained as a service provider of the Company or any Subsidiary in any capacity.

11.2    Participation. No Eligible Participant shall have the right to be selected to receive an Award under the Plan, or, having been so selected, to be selected to receive a future Award.

ARTICLE XII

Change in Control

12.1    Impact of Change in Control. Upon the occurrence of a Change in Control unless otherwise provided in the applicable Award Agreement, each outstanding Award shall vest in full (provided that the treatment of any performance goals applicable to the Award will be determined in accordance with the terms of the applicable Award Agreement), except that such vesting shall not apply to the extent that another award meeting the requirements of Section 12.2 (any award meeting the requirements of Section 12.2, a “Replacement Award”) is provided to the Participant to replace such Award (any award intended to be replaced by a Replacement Award, a “Replaced Award”).

12.2    Replacement Awards. An award shall meet the conditions of this Section 12.2 (and therefore qualify as a Replacement Award) if: (i) it is of the same type as the Replaced Award (except that for any Replaced Award that is performance-based, the award may be subject solely to time-based vesting and the applicable performance goals shall be treated in accordance with the terms of the applicable Award Agreement); (ii) it has a value equal to the value of the Replaced Award as of the date of the Change in Control, as determined by the Committee in its sole discretion; (iii) the underlying Replaced Award was an equity-based award, it relates to publicly traded equity securities of the Company or the entity surviving the Company following the Change in Control; (iv) it contains terms relating to time-based vesting (including with respect to a termination of employment) that are substantially identical to those of the Replaced Award; and (v) its other terms and conditions are not less favorable to the Participant than the terms and conditions of the Replaced Award (including the provisions that would apply in the event of a subsequent Change in Control) as of the date of the Change in Control. Without limiting the generality of the foregoing, a Replacement Award may take the form of a

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continuation of the applicable Replaced Award if the requirements of the preceding sentence are satisfied. If a Replacement Award is granted, the Replaced Award shall not vest upon the Change in Control. The determination whether the conditions of this Section 12.2 are satisfied shall be made by the Committee, as constituted immediately before the Change in Control, in its sole discretion.

12.3    Adjustment Provisions. In the event of Change in Control, the Committee may determine that (a) outstanding Awards that become vested pursuant to Section 12.1 may be cancelled in exchange for payments of cash, property or a combination thereof having an aggregate value equal to the value of such Awards, as determined by the Committee in its sole discretion; or (b) outstanding Awards may be replaced with Replacement Awards in accordance with Section 12.2.

ARTICLE XIII

Amendment, Modification and Termination

13.1    Amendment, Modification and Termination. The Board may, at any time and from time to time, alter, amend, suspend or terminate the Plan, in whole or in part; provided that no amendment shall be made which shall increase the total number of Shares that may be issued under the Plan, materially modify the requirements for participation in the Plan, or materially increase the benefits accruing to Participants under the Plan, in each case unless such amendment is approved by the stockholders to the extent such approval is required by the listing standards of the New York Stock Exchange.

13.2    Awards Previously Granted. No termination, amendment or modification of the Plan shall adversely affect in any material way any Award previously granted under the Plan, without the written consent of the Participant holding such Award, unless such termination, modification or amendment is required by applicable law (including Section 409A, applicable New York Stock Exchange listing standards or accounting rules) and except as otherwise provided herein.

ARTICLE XIV

Withholding

14.1    Tax Withholding. The Company shall have the power and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy Federal, state and local taxes (including the Participant’s FICA obligation) required by law to be withheld with respect to an Award made under the Plan.

14.2    Share Withholding. Unless otherwise determined by the Committee, with respect to withholding required upon the lapse of restrictions on Restricted Stock, or upon any other taxable event arising out of or as a result of Awards granted hereunder, Participants may elect to satisfy the withholding requirement, in whole or in part, by tendering previously owned Shares or by having the Company withhold Shares having a value on the date the tax is to be determined equal to the statutory total tax which could be imposed on the transaction, in each case, in

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accordance with such procedures as the Committee establishes. All elections shall be irrevocable, made in writing and signed by the Participant.

ARTICLE XV

Minimum Vesting

Notwithstanding any other provision of the Plan to the contrary, (a) the minimum vesting period for Full Value Awards must be at least one year (vesting may occur ratably each month, quarter or anniversary of the grant date over such vesting period); and (b) the Committee shall not have discretion to accelerate vesting of Full Value Awards except in the event of a Change in Control or similar transaction, or the death, disability, or termination of employment of a Participant; provided, however, that (i) the Committee may grant a “de minimis” number of Full Value Awards that do not comply with the foregoing minimum vesting standards and (ii) may grant Awards to non-employee Directors that are fully vested. For this purpose “de minimis” means 5% Shares available for issuance as Full Value Awards under the Plan, subject to adjustment under Section 4.2. For purposes of clarity, the minimum vesting periods set forth in this Section 15 shall not apply to Assumed Spin-Off Awards.

ARTICLE XVI

Assumed Spin-Off Awards

Notwithstanding anything in this Plan to the contrary, each Assumed Spin-Off Award shall be subject to the terms and conditions of the equity compensation plan and award agreement to which such Award was subject immediately prior to the Spin-Off, subject to the adjustment of such Award by the Compensation Committee of MDU Resources Group, Inc. and the terms of the Employee Matters Agreement; provided that, following the date of the Spin-Off, each such Award shall relate solely to Shares and shall be administered by the Committee in accordance with the administrative procedures in effect under this Plan.

ARTICLE XVII

Successors

All obligations of the Company under the Plan, with respect to Awards granted hereunder, shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation or otherwise, of all or substantially all of the business and/or assets of the Company.

ARTICLE XVIII

Legal Construction

18.1    Gender and Number. Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine, the plural shall include the singular and the singular shall include the plural.

18.2    Severability. In the event that any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan,

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and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.

18.3    Requirements of Law. The granting of Awards and the issuance of Shares under the Plan shall be subject to all applicable laws, rules and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

18.4    Governing Law. To the extent not preempted by Federal law, the Plan, and all agreements hereunder, shall be construed in accordance with, and governed by, the laws of the State of Delaware.

ARTICLE XIX

Accounting Restatements

This Article 19 shall apply to Awards granted to all Participants in the Plan. Notwithstanding anything in the Plan or in any Award Agreement to the contrary, if the Company is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirements under the securities laws, the Company or the Committee may, or shall if required, take action to recover incentive-based compensation from specific executive officers in accordance with the Company’s guidelines or policies, as they may be amended or substituted from time to time, and in accordance with applicable law and applicable rules of the Securities and Exchange Commission and the New York Stock Exchange.

ARTICLE XX

Section 409A Compliance

This Plan and the Awards hereunder are intended to comply with the requirements of Section 409A of the Code or an exemption or exclusion therefrom and, with respect to amounts that are subject to Section 409A of the Code, it is intended that this Plan be administered in all respects in accordance with Section 409A of the Code. Each payment under any Award shall be treated as a separate payment for purposes of Section 409A of the Code. In no event may a Participant, directly or indirectly, designate the calendar year of any payment to be made under any Award that constitutes nonqualified deferred compensation subject to Section 409A of the Code. Notwithstanding any other provision of this Plan or any Award Agreement to the contrary, if a Participant is a “specified employee” within the meaning of Section 409A of the Code (as determined in accordance with the methodology established by the Company), amounts that constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code that otherwise would be payable by reason of a Participant’s “separation from service” within the meaning of Section 409A of the Code (“Separation from Service”) during the six-month period immediately following such Separation from Service shall instead be paid or provided on the first business day following the date that is six months following the Participant’s Separation from Service or any earlier date permitted by Section 409A of the Code. If the Participant dies following the Separation from Service and prior to the payment of any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of the Participant’s estate within 30 days following the date of the Participant’s death.

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Exhibit 10.5

FORM OF

EVERUS CONSTRUCTION GROUP, INC.

EXECUTIVE INCENTIVE COMPENSATION PLAN

I.    ESTABLISHMENT AND PURPOSE

The Executive Incentive Compensation Plan (the “Plan”) was adopted by the Board of Directors of Everus Construction Group, Inc. (“Everus”) in connection with the distribution of all of the outstanding shares of Everus’ common stock to the stockholders of MDU Resources Group, Inc. in 2024, pursuant to the Separation and Distribution Agreement between Everus and MDU Resources Group, Inc. entered into in connection with such distribution (the “Spin-Off”) and is effective as of the date on which the Spin-Off occurs.

The purpose of the Plan is to provide an incentive for key executives of Everus and its segments and/or subsidiaries to focus their efforts on the achievement of performance objectives. The Plan is designed to reward successful performance as measured against specified performance measures. When performance reaches or exceeds the target performance measures, incentive compensation awards, in conjunction with salaries, provide a level of compensation which recognizes the skills and efforts of the key executives.

II.     DEFINITIONS

Capitalized terms not otherwise defined herein shall have the meanings given them in the Rules and Regulations.

III.    BASIC PLAN CONCEPT

The Plan provides an opportunity to earn annual incentive compensation based on the achievement of specified annual performance measures. A target incentive award for each Participant within the Plan is established based on the approved salary grade structure. The target incentive award represents the amount to be paid, subject to the achievement of the performance measures established for each Plan Year. Larger incentive awards than target may

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be authorized when performance exceeds targets; lesser or no amounts may be paid when performance is below target.

It is recognized that during a Plan Year major unforeseen changes in economic and environmental conditions or other significant factors beyond the control of management may substantially affect the ability of the Participants to achieve the specified performance measures. Therefore, in its review of performance the Administrator may modify the performance measure targets. However, it is contemplated that such modifications to the performance measure target will be necessary only in years of unusually adverse or favorable external conditions or other unforeseen significant factors beyond the control of management.

IV.    ADMINISTRATION

The Plan shall be administered by the Compensation Committee of the Board of Directors of Everus, with respect to employees who are subject to Section 16 of the Securities Exchange Act of 1934, as amended (the “Administrator”). With respect to employees who are not subject to Section 16 of the Securities Exchange Act of 1934, as amended, the Chief Executive Officer of Everus shall be the Administrator. The Board of Directors of Everus or its Compensation Committee shall adopt Rules and Regulations for the administration of the Plan (the “Rules and Regulations”).

The Administrator shall approve the list of eligible Participants and the target incentive award level for each Participant within the Plan. It is contemplated that the Plan’s performance measure targets for the year shall be approved by the Administrator no later than 90 days after the beginning of that Plan Year. The Administrator shall have final discretion to determine actual award payment levels, method of payment, and whether or not payments shall be made for any Plan Year.

The Board of Directors of Everus may, at any time and from time to time, alter, amend, supersede or terminate the Plan in whole or in part, provided that no termination, amendment or modification of the Plan shall adversely affect in any material way an award that has met all requirements for payment without the written consent of the Participant holding such award, unless such termination, modification or amendment is required by applicable law.

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V.    ELIGIBILITY

Executives who are determined by the Administrator to have a key role in both the establishment and achievement of their company’s objectives shall be eligible to participate in the Plan.

Nothing in the Plan shall interfere with or limit in any way the right of an employer to terminate any Participant’s employment at any time, for any reason or no reason in its sole discretion, or confer upon any Participant any right to remain employed by the employer. No employee shall have the right to be selected to receive an award under the Plan, or, having been so selected, to be selected to receive a future award.

VI.    PLAN PERFORMANCE MEASURES

Performance measures shall be established that consider stakeholder interests and shall be evaluated annually based on achievement of specified objectives.

The performance measures will be determined by the Administrator. These measures may be applied at the Everus level or subsidiary level. The Administrator may assign different performance measures and/or different weights to performance measures for each Participant.

The Administrator may establish threshold, target and maximum or other award levels annually for some or all of the performance measures. The Administrator will retain the right to make all interpretations as to the actual attainment of the desired performance measure and will determine whether any circumstances beyond the control of management need to be considered.

VII.    TARGET INCENTIVE AWARDS

Target incentive awards are expressed as a percentage of each Participant’s Salary. These percentages may vary by position and reflect larger reward opportunity for positions having greater effect on the establishment and accomplishment of the performance objectives. A schedule showing the target awards as a percentage of Salary for eligible positions will be prepared for each Plan Year.

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VIII.    INCENTIVE FUND DETERMINATION

The target incentive fund is the sum of the individual target incentive awards for all eligible Participants. Once the incentive targets have been determined by the Administrator, a target incentive fund shall be established and accrued ratably by Everus and each of its segments and/or subsidiaries, as applicable. The incentive fund and accruals may be adjusted during the year.

At the close of each Plan Year, the Chief Executive Officer of Everus will cause an analysis to be prepared showing the actual performance results in relation to each of the target performance measures. This will be provided to the Administrator for review and comparison to threshold, target and maximum or other performance levels, if applicable. In addition, any recommendations of the Chief Executive Officer of Everus or the Administrator will be presented at this time. The Administrator will then determine the amount of each Participant’s incentive award and the total target incentive fund earned.

IX.    INDIVIDUAL AWARD DETERMINATION

Each Participant’s award will be based upon the level of actual performance achieved relative to the established performance measures, as determined by a percentage from 0 percent to a maximum of 250 percent, as determined by the Administrator.

X.    PAYMENT OF AWARDS

Except as provided below or as otherwise determined by the Administrator, in order to receive an award payment under the Plan, the Participant must remain in the employment of Everus or one of its subsidiaries for the entire Service Year. If a Participant terminates employment after the Participant’s 65th birthday and if the employment termination occurs during the Service Year, determination of whether the performance measures have been met will be made at the end of the Service Year, and to the extent met, payment of the award will be made to the Participant, prorated. Proration of awards shall be based upon the number of full months elapsed from and including January to and including the month in which the employment termination occurs. The prorated award shall be paid as soon as practicable in the year following the Service Year, but in all events between January 1 and March 10.

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A Participant who transfers between Everus and one of its subsidiaries during the plan year may receive a prorated award at the discretion of the Administrator.

Payments made under the Plan will not be considered part of compensation for 401(k) Plan employer matching purposes. Payments will be made in cash as soon as practicable in the year following the Service Year, but in all events between January 1 and March 10.

To the extent approved by the Administrator of the Plan with respect to executives of Everus or its subsidiaries, as applicable, incentive awards may be deferred. Deferred amounts shall comply with and be subject to the terms of the Everus Deferred Compensation Plan.

XI.    ACCOUNTING RESTATEMENTS

This Section XI shall apply to incentive awards granted to all Participants in the Plan. Notwithstanding anything in the Plan or the Rules and Regulations to the contrary, if Everus is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirements under the securities laws, Everus or the Administrator may, or shall if required, take action to recover incentive-based compensation from specific executive officers in accordance with its guidelines and policies, as they may be amended or substituted from time to time, and in accordance with applicable law and applicable rules of the Securities and Exchange Commission and the New York Stock Exchange.

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EVERUS CONSTRUCTION GROUP, INC.

EXECUTIVE INCENTIVE COMPENSATION PLAN

RULES AND REGULATIONS

The Board of Directors of Everus Construction Group, Inc. (“Everus”) adopted these Rules and Regulations for the administration of the Executive Incentive Compensation Plan (the “Plan”), following adoption of the Plan by the Board of Directors of Everus. These Rules and Regulations, together with the Plan, were adopted in connection with the distribution of all of the outstanding shares of Everus’ common stock to the stockholders of MDU Resources Group, Inc. in 2024, pursuant to the Separation and Distribution Agreement between Everus and MDU Resources Group, Inc. entered into in connection with such distribution (the “Spin-Off”) and are effective as of the date on which the Spin-Off occurs (the “Effective Date”).

I.    DEFINITIONS

The following definitions shall be used for purposes of these Rules and Regulations and for the purpose of administering the Plan:

1.    The “Administrator” shall be the Compensation Committee of the Board of Directors of Everus with respect to employees subject to Section 16 of the Securities Exchange Act of 1934, as amended. With respect to other employees, the Chief Executive Officer of Everus shall be the Administrator.

2.    “Change in Control” shall mean the occurrence of any of the following transactions or events: (a) any person (which shall not include Everus, any subsidiary of Everus or any employee benefit plan of Everus or of any subsidiary of Everus) (“Person”) or group (as that term is defined in Treasury Regulation Section 1.409A-3(i)(5)(v)(B)), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such Person or Persons) ownership of stock of Everus possessing 30% or more of the total voting power of the stock of Everus; (b) any Person or group (as that term is defined in Treasury Regulation Section 1.409A-3(i)(5)(v)(B)), acquires ownership of the stock of Everus that, together with stock held by such Person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of Everus (this part (b) applies only when there is a transfer of stock of Everus and Everus’ stock remains outstanding after the

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transaction); (c) a majority of the members of the Board of Directors of Everus is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board of Directors of Everus; or (d) any Person or group (as that term is defined in Treasury Regulation Section 1.409A-3(i)(5)(v)(B)), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such Person or Persons) assets from Everus that have a gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of Everus immediately before such acquisition or acquisitions.

Notwithstanding anything contained herein to the contrary, no transaction or event shall constitute a Change in Control for purposes of the Plan unless the transaction or event constitutes a change in the ownership of a corporation (as defined in Treasury Regulation Section 1.409A-3(i)(5)(v)), a change in effective control of a corporation (as defined in Treasury Regulation Section 1.409A-3(i)(5)(vi)) or a change in the ownership of a substantial portion of the assets of a corporation (as defined in Treasury Regulation Section 1.409A-3(i)(5)(vii)) and the term Change in Control shall be interpreted in a manner consistent with the proper interpretation of the similar provisions in Section 409A of the Treasury Regulations.

3.    The “Code” shall mean the Internal Revenue Code of 1986, as amended.

4.    The “Compensation Committee” shall be the Compensation Committee of the Board of Directors of Everus.

5.    “Everus” shall refer to Everus Construction Group, Inc. alone and shall not refer to any of its segments or subsidiaries.

6.    “Participants” for any Plan Year shall be those employees who have been approved by the Administrator as eligible for participation in the Plan for such Plan Year.

7.    “Payment Date” shall be the date set by the Administrator for payment of awards pursuant to Section X of the Plan, other than those awards deferred pursuant to Section X of the Plan and Section VIII of these Rules and Regulations.

8.    The “Plan” shall refer to the Executive Incentive Compensation Plan, as it has been and may be amended.

9.    The “Plan Year” shall be the calendar year.

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10.    “Service Year” means the Plan Year during which the services giving rise to the incentive award are performed.

11.    “Specified Employee” means an employee who, as of the date the employee separates from service, is a “specified employee” (as that term is used in Section 409A(a)(2)(B) of the Code), as determined under Everus’ policy for determining specified employees.

II.    ADMINISTRATION

1.    The Compensation Committee shall have the full power to construe and interpret the Plan and to establish and to amend these Rules and Regulations for its administration.

2.    The Administrator shall not participate in a decision as to the Administrator’s eligibility for, or award of, an incentive award payment.

3.    For each Plan Year, the Administrator shall approve a list of eligible employees and notify those so approved that they are eligible to participate in the Plan for such Plan Year.

4.    The Administrator shall approve the Plan’s performance measures, performance targets and target incentive award levels for the Participants for the Plan Year.

5.    The Administrator shall have final discretion to determine actual award payment levels, method of payment, and whether or not payments shall be made for any Plan Year.

III.    PLAN PERFORMANCE MEASURES

1.    The Administrator shall establish the performance measures reflecting company performance objectives and may establish more or fewer performance measures as it deems necessary.

2.    The performance measures may be established for Everus or any of its subsidiaries as deemed appropriate by the Administrator. The Administrator may assign different performance measures and/or different weights to performance measures for each Participant.

3.    The Administrator shall cause to be prepared a list of Participants to whom the Plan performance measures will be applied and shall identify the applicable performance measures for each Participant, which may vary among Participants.

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4.    The Administrator may set threshold, target, maximum and other award levels for some or all of the performance measures, and those levels shall be included on the list referred to in paragraph 3 above.

5.    The Administrator will retain the authority to determine whether or not the actual attainment of these measures has been made.

IV.    TARGET INCENTIVE AWARDS

1.    Target incentive awards are expressed as a percentage of each Participant’s Salary and may vary by position, as defined in the Plan.

2.    Target incentive awards shall be set by the Administrator annually and will be included on the list referred to above.

V.    INCENTIVE FUND DETERMINATION

1.    The target incentive fund is the sum of the individual target incentive awards for all eligible Participants.

2.    Once individual incentive targets have been determined, a target incentive fund shall be established and accrued ratably by Everus and each of its subsidiaries, as applicable. The incentive fund and accruals may be adjusted during the year.

3.    As soon as practicable following the close of each Plan Year, the Chief Executive Officer of Everus will cause an analysis to be prepared showing the actual performance results in relation to the target performance measures. The Administrator will review the analysis and determine, in its sole discretion, the amount of each Participant’s incentive award and the actual total incentive fund.

4.    In determining the actual incentive fund, any recommendations of the Chief Executive Officer of Everus or the Administrator will be considered.

VI.    INDIVIDUAL AWARD DETERMINATION

1.    The Administrator shall have the sole discretion to determine each Participant’s award. The Administrator’s decision will be based upon the level of actual performance achieved.

2.    Each Participant’s award will be based upon the level of actual performance achieved relative to the established performance measures,

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as determined by a percentage from 0 percent to a maximum of 250 percent, as determined by the Administrator.

VII.    PAYMENT OF AWARDS

1.    On the date the Administrator determines the awards to be made to individual Participants, it shall also establish the Payment Date which in all events shall be between January 1 and March 10.

2.    Except as provided below or in the Plan or as the Administrator otherwise determines, in order to receive an award under the Plan, a Participant must remain in the employment of Everus or its subsidiaries for the entire Service Year.

3.    If a Participant terminates employment after the Participant’s 65th birthday and the termination occurs during the Service Year, determination of whether the performance measures have been met will be made at the end of the Service Year, and to the extent met, payment of the award will be made to the Participant, prorated. Proration of awards shall be based upon the number of full months elapsed from and including January to and including the month in which the Participant’s employment termination occurs.

4.    Payment of the awards shall be made in cash. Payments shall be made on the Payment Date unless the Participant has deferred, in whole or in part, the receipt of the award by making an election on the deferral form provided by the Everus Human Resources department, prior to the beginning of the Service Year. Deferral elections may not be changed or revoked after the Service Year begins.

VIII.     DEFERRAL OF ANNUAL INCENTIVE

If a Participant elects to defer the receipt of all or a portion of an award after the Spin-Off, the deferral shall comply with and be subject to the Everus Deferred Compensation Plan.

Exhibit 10.6

FORM OF

EVERUS CONSTRUCTION GROUP, INC.

DIRECTOR COMPENSATION POLICY

This Director Compensation Policy (the “Policy”) was adopted by the Board of Directors (the “Board”) of Everus Construction Group, Inc. (the “Company”) in connection with the distribution of all of the outstanding shares of the Company’s common stock to the stockholders of MDU Resources Group, Inc. in 2024, pursuant to the Separation and Distribution Agreement between the Company and MDU Resources Group, Inc. entered into in connection with such distribution (the “Spin-Off”) and is effective as of the date on which the Spin-Off occurs (the “Effective Date”).

Each member of the Board who is not an employee of the Company or any of its subsidiaries (a “Director”) shall receive compensation made up of annual cash retainers and shares of the Company’s common stock (“Common Stock”), as set forth in this policy.

Director Compensation

			Annual Cash Retainers
Base Retainer			$110,000
Additional Retainers:
Non-Executive Chair of the Board			$100,000
Chair of Audit Committee			$20,000
Chair of Compensation Committee			$15,000
Chair of Nominating and Governance Committee			$15,000

Such cash retainers shall be paid in monthly installments.

The Everus Construction Group, Inc. Deferred Compensation Plan for Directors (the “Plan”) permits a Director to defer all or any portion of the annual cash retainers. The amount deferred is recorded in each participant's deferred compensation account and credited with income in the manner prescribed in the Plan.

Common Stock

Each person, other than the Non-Executive Chair of the Board, who is a Director of the Company at any time during the calendar year shall receive a $150,000 stock payment, and any person who is the Non-Executive Chair of the Board shall receive a $175,000 stock payment, on or about the Wednesday following the Board of Directors’ regularly-scheduled November meeting. The stock payment shall be made under the Company’s Long-Term Performance-Based Incentive Plan (the “LTIP”). The stock payment shall be made by providing the Director or Non-Executive Chair with the number of whole shares of Common Stock

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determined (i) if the shares are original issue or treasury stock, by dividing the amount of the applicable stock payment by the closing price of the Common Stock on the New York Stock Exchange on the grant date and (ii) if the shares are purchased on the open market, by dividing the amount of the applicable stock payment by the weighted average price paid to purchase shares for the Director or Non-Executive Chair for that stock payment, excluding any related brokerage commissions or other service fees. Any fractional shares shall be paid in cash. The stock payment shall be prorated for any Director or Non-Executive Chair who does not serve the entire calendar year by multiplying the applicable stock payment by a fraction, the numerator of which is the number of actual or expected months (with a partial month counted as a full month) of service on the Board during the calendar year and the denominator of which is twelve.

By written election a Director may reduce his or her annual cash retainers and have that amount instead delivered in the form of additional shares of Common Stock under the LTIP. The annual election shall specify the percentage of the annual cash retainers to be applied toward the purchase of additional shares and must be received by the Company by the last business day of the year prior to the year in which the election is to be effective. No election may be changed or revoked for the current year but an election may be changed for a subsequent year. The additional stock payments will be made on the last business day of March, June, September, and December. The stock payment shall be made by providing the Director with the number of whole shares of Common Stock determined (i) if the shares are original issue or treasury stock, by dividing the amount of the applicable stock payment by the closing price of the Common Stock on the New York Stock Exchange on the grant date or (ii) if the shares are purchased on the open market, by dividing the amount of the applicable stock payment by the weighted average price paid to purchase shares for the Director for that stock payment, excluding any related brokerage commissions or other service fees. No fractional shares shall be purchased and cash in lieu of any fractional shares shall be paid to the Director.

Travel Expense Reimbursement

All Directors will be reimbursed for reasonable travel expenses incurred while serving as a Director, including spouse’s expenses, in connection with attendance at meetings of the Company’s Board of Directors and its committees. If the travel expense is related to the reimbursement of airfare, such reimbursement will not exceed full-coach rate. Spousal travel expenses paid by the Company are treated as taxable income to the Director. See the paragraph below entitled "Code Section 409A" for further rules relating to travel expense reimbursements.

Life Insurance Coverage

All Directors are protected by a non-contributory group life insurance policy with coverage of $100,000. The coverage begins the day the Director is elected to the Board of Directors and terminates when the Director ceases to be a Director. A Summary Plan Description (SPD) will be provided to the Director. The beneficiary of the insurance will be the beneficiary recorded on a beneficiary designation provided by the Company. The group life insurance policy is considered taxable compensation under current tax laws. Consequently,

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the Company will provide each Director annually on Form 1099 the amount of taxable income related to this coverage.

Code Section 409A

To the extent any reimbursements or in-kind benefits provided to a Director pursuant to this policy constitute “deferred compensation” under Internal Revenue Code Section 409A, any such reimbursement or in-kind benefit shall be paid in a manner consistent with Treasury Regulation Section 1.409A-3(i)(1)(iv), including the requirements that the amount of reimbursable expenses or in-kind benefits provided during a year may not affect the expenses eligible for reimbursement or in-kind benefits provided in any other year and that any reimbursement be made on or before the last day of the calendar year following the calendar year in which the expense was incurred.

Exhibit 10.7

FORM OF

EVERUS CONSTRUCTION GROUP, INC.

DEFERRED COMPENSATION PLAN FOR DIRECTORS

I.    PURPOSE

The Board of Directors of Everus Construction Group, Inc. (the “Company”) established this Deferred Compensation Plan for Directors (the “Plan”) in connection with the distribution of all of the Company’s common stock to the stockholders of MDU Resources Group, Inc. (“MDU”) in 2024, pursuant to the Separation and Distribution Agreement between the Company and MDU entered into in connection with such distribution (the “Spin-Off”). The Plan is effective as of the date on which the Spin-Off occurs (the “Distribution Date”) and shall continue until terminated by the Board of Directors of the Company, subject to the provisions of Article XI, below.

The purpose of this Plan is to aid the Company in attracting and retaining as members of the Board of Directors of the Company (“Directors”) persons whose abilities, experience and judgment can contribute to the continued progress of the Company. The Plan will provide a method of deferring compensation to the Directors.

In connection with the Spin-Off and pursuant to the terms of an Employee Matters Agreement entered into by and between the Company and MDU, the Company and the Plan assumed all the obligations and liabilities of MDU and its subsidiaries under the MDU Deferred Compensation Plan for Directors (the “MDU Director DCP”) with respect to Transferred Directors (as such term is defined in the Employee Matters Agreement) so that any benefits due under the MDU DCP with respect to a Transferred Director or beneficiaries of a Transferred Director will now be the responsibility of the Company and this Plan. Any benefits due under the MDU Director DCP with respect to a Transferred Director or Beneficiaries of a Transferred Director will now be the responsibility of the Company and this Plan. All service of a Transferred Director recognized under the MDU Director DCP shall be recognized under this Plan. All distribution elections and designation of Beneficiaries made under the MDU Director DCP by a Transferred Director and in effect as of immediately prior to the Distribution Date shall continue to apply and shall be administered under the Plan until such election or designation expires or is otherwise changed or revoked in accordance with the terms of the Plan. All valid domestic relations orders filed with the MDU Director DCP as of immediately prior to the Distribution Date with respect to the benefits of a Transferred Director shall continue to apply under the Plan.

II.    DEFINITIONS

A.    Beneficiary. “Beneficiary” means the person or persons designated as such in accordance with Article X.

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B.    Change in Control. “Change in Control” means the earliest of the following to occur: (a) any person (which shall not include the Company, any subsidiary of the Company or any employee benefit plan of the Company or of any subsidiary of the Company) (“Person”) or group (as that term is defined in Treasury Regulations Section 1.409A-3(i)(5)(v)(B)) acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such Person or Persons) ownership of stock of the Company possessing 30% or more of the total voting power of the stock of the Company; (b) any Person or group (as that term is defined in Treasury Regulations Section 1.409A-3(i)(5)(v)(B)) acquires ownership of the stock of the Company that, together with stock held by such Person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of the Company (this part (b) applies only when there is a transfer of stock of the Company and the Company’s stock remains outstanding after the transaction); (c) a majority of the members of the Board of Directors of the Company is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board of Directors of the Company; or (d) any Person or group (as that term is defined in Treasury Regulations Section 1.409A-3(i)(5)(v)(B)) acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such Person or Persons) assets from the Company that have a gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of the Company immediately before such acquisition or acquisitions.

Notwithstanding anything contained herein to the contrary, no transaction or event shall constitute a Change in Control for purposes of the Plan unless the transaction or event constitutes a change in the ownership of a corporation (as defined in Treasury Regulations Section 1.409A-3(i)(5)(v)), a change in effective control of a corporation (as defined in Treasury Regulations Section 1.409A-3(i)(5)(vi)) or a change in the ownership of a substantial portion of the assets of a corporation (as defined in Treasury Regulations Section 1.409A-3(i)(5)(vii)) and the term Change in Control shall be interpreted in a manner consistent with the proper interpretation of the similar provisions in the Section 409A Treasury Regulations.

C.    Code. “Code” means the Internal Revenue Code of 1986, as amended.

D.    Compensation. “Compensation” means any cash retainer, meeting fees and any other cash compensation payable to Eligible Directors by the Company for services as a Director.

E.    Deferral Amount. “Deferral Amount” means the Compensation Participants elect to defer and have credited to their Deferred Compensation Accounts.

F.    Deferred Compensation Account. “Deferred Compensation Account” means the account maintained on the books of account of the Company for each Participant pursuant to Article VI.

G.    Disability. “Disability” means those circumstances where the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months.

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H.    Effective Date. “Effective Date” means the Distribution Date, the date on which the amendment and restatement of the Plan became effective.

I.    Eligible Director. “Eligible Director” means those Directors of the Company who are not employees of the Company.

J.    Investment Units. “Investment Units” has the meaning defined in Article VI.B.

K.    Market Price. “Market Price” means the average of the highest and lowest transaction prices for the Company’s common stock on the New York Stock Exchange for a given day.

L.    Participant. “Participant” means an Eligible Director participating in the Plan in accordance with the provisions of Article IV and any Transferred Director who participated in the MDU Directors DCP as of immediately prior to the Distribution Date.

M.    Separation from Service. “Separation from Service” means a Participant’s separation from service (as that term is used in Section 409A(a)(2)(A)(i) of the Code) with the Company.

III.    ADMINISTRATION OF THE PLAN

The Board of Directors shall be the sole administrator of the Plan.

The Board of Directors may from time to time establish rules and regulations for the administration of the Plan.

All determinations of the Board of Directors, irrespective of their character or nature, including, but not limited to, all questions of construction and interpretation, shall be final, binding and conclusive upon all parties. Without limiting the generality of the foregoing, the determination of the Board of Directors as to whether a Participant has had a Separation from Service and the date thereof shall be final, binding and conclusive upon all persons.

The Company and/or the Board of Directors may consult with legal counsel, who may be counsel for the Company or other counsel, with respect to its obligations and duties hereunder or with respect to any claim, action or proceeding or any other matter, and shall not be liable for any action taken or not taken by it in good faith pursuant to the advice of such counsel.

The Chairman, at the direction of the Board of Directors, shall be responsible for maintaining books and records for the Plan and adopting standard forms for such matters as Beneficiary designations and applications for benefits, provided such rules and forms are not inconsistent with the provisions of the Plan. Such books and records shall only be open for examination by a Participant or his duly designated Beneficiary to the extent that they specifically involve the Deferred Compensation Account created for his benefit or any payments which are to be made to him or his Beneficiary hereunder. Each Participant or his duly designated Beneficiary shall be notified no less frequently than annually of the balance in his account.

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Neither the Board of Directors nor any member of the Board of Directors nor the Company nor any other person who is acting on behalf of the Board of Directors or the Company shall be liable for any act or failure to act hereunder except for gross negligence or fraud.

IV.    PARTICIPATION

All Eligible Directors, including any person who becomes a Director after the Effective Date, shall be Participants in the Plan.

Each Participant in the Plan shall have the right to elect to defer the payment of all or any part of his Compensation, with such Deferral Amount to be payable at the time or times and in the manner hereinafter stated.

Each Participant who elects to defer the payment of all or any part of his Compensation shall execute and deliver to the Board of Directors a “Notice of Election.” Such Notice will specify the percentage of Compensation to be deferred and, if a Beneficiary designation has not been made or the Participant wishes to change an existing Beneficiary designation, the Beneficiary designations of the Director.

Except as provided in the last sentence of this paragraph, a Notice of Election shall be valid only if it is delivered prior to the first day of the calendar year in which the services giving rise to the Compensation being deferred are to be performed. A Participant’s Notice of Election shall become irrevocable as of the last date the Notice of Election could be delivered or such earlier date as may be established by the Board of Directors. A Participant may revoke or change a Notice of Election at any time prior to the date the election becomes irrevocable, subject to such restrictions as the Board of Directors may establish from time to time. Any such revocation or change shall be made in a form and manner determined by the Board of Directors. In the first calendar year in which a Participant becomes eligible to participate in the Plan, the Participant may execute and deliver a Notice of Election within thirty (30) days of the date the Participant first becomes eligible to participate in the Plan, with respect to Compensation that would be paid for services to be performed after the election.

V.    VESTING OF DEFERRED COMPENSATION ACCOUNT

A Participant’s interest in his Deferred Compensation Account shall vest immediately with regard to Deferral Amounts and earnings thereon.

VI.    ACCOUNTS AND VALUATIONS

A.    Deferred Compensation Accounts. The Board of Directors shall establish and maintain a separate Deferred Compensation Account for each Participant. The Participant’s Deferral Amount shall be credited to the Participant’s Deferred Compensation Account quarterly on the last business day of March, June, September, and December in amounts as nearly equal as possible.

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B.    Conversion to Investment Units. At the time a Deferral Amount or dividend equivalent under Article VII is credited to the Deferred Compensation Account, it shall be converted to Investment Units, by dividing the amount credited by the Market Price of the Company’s stock on the last trading day immediately preceding the date the amount is credited. Fractional share Investment Units will be maintained in the Account. The Investment Units initially credit to the Deferred Compensation Account of a Transferred Director on the Distribution Date shall be determined by adjusting the investment units credited to the Transferred Director’s deferred compensation account under the MDU Directors DCP immediately prior to the Distribution Date in accordance with the adjustment methodology set forth in the Employee Matters Agreement.

VII.    DIVIDEND EQUIVALENTS

If a dividend is paid on the common stock of the Company, an equivalent amount shall be credited to the Participant’s Deferred Compensation Account for each Investment Unit in the Participant’s Deferred Compensation Account on the dividend record date. Crediting of any such dividend equivalents shall occur on the dividend payment date. Such amounts shall be converted to additional Investment Units, pursuant to Article VI.B.

VIII.    DISTRIBUTION

A.    Conversion of Investment Units to Dollars. When a Participant has a Separation from Service, dies, or experiences a Disability, Investment Units in the Participant’s Deferred Compensation Account shall be converted into dollars, on the dates set forth below, based on the Market Price of the Company’s common stock on the date of conversion. If the New York Stock Exchange is not open that day, then it shall be the Market Price on the next day the New York Stock Exchange is open. Participants shall remain eligible to receive dividend equivalents pursuant to Article VII with respect to any Investment Units that have not been converted into dollars as of the dividend record date.

B.    Payment. During the first week (the “Payment Commencement Week”) of the first full month that begins at least six months after the date of the Participant’s Separation from Service, death or Disability (the “Payment Commencement Month”), 20 percent of the value of the Investment Units credited to the Participant’s Deferred Compensation Account shall be converted to dollars and paid to the Participant in equal monthly payments over a one-year period, with the first such monthly payment made during the Payment Commencement Week and the following monthly payments made during the first week of each of the next 11 months. During the first week of the 12th month following the Payment Commencement Month, 25 percent of the remaining value of the Investment Units credited to the Participant’s Deferred Compensation Account shall be converted to dollars and paid to the Participant in equal monthly payments over a one-year period, with the first such monthly payment made during that week and the following monthly payments made during the first week of each of the next 11 months. During the first week of the 24th month following the Payment Commencement Month, 33 1/3 percent of the remaining value of the Investment Units credited to the Participant’s Deferred Compensation Account shall be converted to dollars and paid to the Participant in equal monthly payments over a one-year period, with the first such monthly payment made during that week

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and the following monthly payments made during the first week of each of the next 11 months. During the first week of the 36th month following the Payment Commencement Month, 50 percent of the remaining value of the Investment Units credited to the Participant’s Deferred Compensation Account shall be converted to dollars and paid to the Participant in equal monthly payments over a one-year period, with the first such monthly payment made during that week and the following monthly payments made during the first week of each of the next 11 months. During the first week of the 48th month following the Payment Commencement Month, the remaining balance of the Participant’s Deferred Compensation Account shall be converted to dollars and paid to the Participant in equal monthly payments over a one-year period, with the first such monthly payment made during that week and the following monthly payments made during the first week of each of the next 11 months. For avoidance of doubt, if a dividend is paid on the common stock of the Company, an equivalent amount shall be credited to Participants’ Deferred Compensation Accounts pursuant to Article VII with respect to any Investment Units that have not been converted into dollars as of the dividend record date. No interest will be paid on amounts in the Deferred Compensation Accounts.

C.    Change in Control. The terms of this Article VIII.C shall immediately become operative, without further action or consent by any person or entity, upon a Change in Control, and once operative shall supersede and take control over any other provisions of the Plan.

Upon a Change in Control, all Investment Units in a Participant’s Deferred Compensation Account shall be multiplied by the Market Price of the Company’s common stock on such day. If the New York Stock Exchange is not open on that day, then it shall be the Market Price on the next day the New York Stock Exchange is open. The dollar value of the Investment Units contained in each Participant’s Deferred Compensation Account shall be paid out immediately thereafter to the Participant (a “Change in Control Payment”).

IX.    TAX WITHHOLDING UPON DISTRIBUTION

To the extent required by law, the Company shall withhold from payments made hereunder any taxes required to be withheld by the federal or any state or local government.

X.    BENEFICIARY DESIGNATION

Each Participant shall have the right at any time to designate any person or persons as Beneficiary or Beneficiaries (both principal and contingent) to whom payment under this Plan shall be paid in the event of death prior to complete distribution of the deferred amounts under the Plan. Each Beneficiary designation shall become effective only when filed in writing with the Board of Directors during the Participant’s lifetime on a form provided by the Board of Directors.

The filing of a new Beneficiary designation form will cancel all Beneficiary designations previously filed. Any finalized divorce of a Participant subsequent to the date of filing of a Beneficiary designation form shall revoke such designation. The spouse of a married Participant domiciled in a community property jurisdiction shall join in any designation of Beneficiary or Beneficiaries other than the spouse.

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If a Participant fails to designate a Beneficiary as provided above or if the Beneficiary designation is revoked by divorce, or otherwise, without execution of a new designation, or if all designated Beneficiaries predecease the Participant or die prior to complete distribution of the Participant’s benefits, then the distribution of such benefits shall be made to the Participant’s estate.

XI.    AMENDMENT AND TERMINATION OF PLAN

A.    Amendment. The Company may at any time amend the Plan in whole or in part, provided, however, that except as provided in Article XI.B., no amendment shall act to reduce the benefits under the Plan payable to any Participant with respect to any Deferral Amount credited to the Participant’s Deferred Compensation Account prior to the date of the amendment. Written notice of any amendments shall be given to each Participant.

B.    Termination of Plan.

1.    Company’s Right to Terminate. The Board of Directors may at any time terminate the Plan.

2.    Payments Upon Termination. To the extent consistent with the rules relating to plan terminations and liquidations in Treasury Regulations Section 1.409A-3(j)(4)(ix) or otherwise consistent with Section 409A of the Code, the Board of Directors may provide that, without the prior written consent of Participants, the Investment Units recorded in the Participants’ Deferred Compensation Accounts shall be converted into dollars pursuant to Article VIII.A and all of the Participants’ Deferred Compensation Accounts shall be distributed in a lump sum upon (or as soon as is permitted following) termination of the Plan. Unless so distributed, in the event of a Plan termination, the Company shall continue to maintain the Deferred Compensation Accounts until distributed pursuant to the terms of the Plan and Participants shall remain 100% vested in all amounts credited to their Deferred Compensation Accounts.

XII.    MISCELLANEOUS

A.    Unsecured General Creditor. Participants and their beneficiaries, heirs, successors, and assigns shall have no legal or equitable rights, interests, or other claims in any property or assets of the Company, nor shall they be beneficiaries of, or have any rights, claims, or interests in any specified assets of the Company. Any and all of the Company’s assets shall be and remain general, unpledged, unrestricted assets of the Company. The Company’s obligation under the Plan shall be that of an unfunded and unsecured promise of Company to pay money in the future.

B.    No Right to Nomination or Reelection. Establishment of this Plan and the participation by any person shall not be construed to confer any right on the part of such person to be nominated for reelection, or to be reelected, to the Board of Directors of the Company.

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C.    Nonassignability. Neither a Participant nor any other person shall have any right to commute, sell, assign, transfer, pledge, anticipate, mortgage, or otherwise encumber, transfer, hypothecate, or convey in advance of actual receipt the amounts, if any, payable hereunder, or any part thereof, which are, and all rights to which are, expressly declared to be unassignable and nontransferable. No part of the amounts payable shall, prior to actual payment, be subject to seizure or sequestration for the payment of any debts, judgments, alimony or separate maintenance owed by a Participant or any other person, nor be transferable by operation of law in the event of a Participant’s or any other person’s bankruptcy or insolvency.

D.    Protective Provisions. A Participant will cooperate with the Company by furnishing any and all information requested by the Company in order to facilitate the payment of any amounts hereunder. If a Participant refuses to cooperate, the Company shall have no further obligation to the Participant under the Plan.

E.    Gender, Singular and Plural. Wherever the context so requires, words in the masculine include the feminine and words in the feminine include the masculine and the definition of any term in the singular may include the plural.

F.    Captions. The captions to the articles, sections, and paragraphs of this Plan are for convenience only and shall not control or affect the meaning or construction of any of its provisions.

G.    Applicable Law. This Plan shall be construed, administered and governed in accordance with the laws of the State of North Dakota.

H.    Validity. In the event any provision of this Plan is held invalid, void, or unenforceable, the same shall not affect, in any respect whatsoever, the validity of any other provision of this Plan.

I.    Notice. Any notice or filing required or permitted to be given to the Board of Directors shall be sufficient if in writing and hand delivered, or sent by registered or certified mail, to the principal office of the Company, directed to the attention of the Secretary of the Company. Such notice shall be deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark on the receipt for registration or certification.

J.    Section 409A. It is intended that this Plan will comply with Section 409A of Code and any regulations and guidelines issued thereunder, to the extent the Plan is subject thereto, and the Plan shall be interpreted accordingly.

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Exhibit 10.8

FORM OF

EVERUS CONSTRUCTION GROUP, INC.

DEFERRED COMPENSATION PLAN

PLAN DOCUMENT

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EVERUS CONSTRUCTION GROUP, INC. DEFERRED COMPENSATION PLAN

Section 1.    Purpose

By execution of the Adoption Agreement, the Company has adopted the Plan set forth herein, and in the Adoption Agreement, to provide a means by which certain management Employees or Independent Contractors of the Employer may elect to defer receipt of current Compensation from the Employer to provide retirement and other benefits on behalf of such Employees or Independent Contractors of the Employer, as selected in the Adoption Agreement. The Plan is intended to be a nonqualified deferred compensation plan that complies with the provisions of Section 409A of the Internal Revenue Code (the “Code”). The Plan is also intended to be an unfunded plan maintained primarily for the purpose of providing deferred compensation benefits for a select group of management or highly compensated employees under Sections 201(2), 301(a)(3) and 401(a)(l) of the Employee Retirement Income Security Act of 1974 (“ERISA”) or independent contractors. Notwithstanding any other provision of this Plan, this Plan shall be interpreted, operated and administered in a manner consistent with these intentions.

Section 2.    Definitions

2.0    “401(k) Refund Offset” means a deferral of the Participant’s base salary equal to the gross amount of a 401(k)-refund caused by Average Deferral Percentage (ADP) testing failures in the qualified plan. The 401(k) refund itself shall be paid to the Participant from the 401(k) plan and reported on Form 1099-R. This deferral shall not apply to Roth 401(k) refunds or any other refund not generated due to failed testing.

2.1    “Active Participant” means, with respect to any day or date, a Participant who is in Service on such day or date; provided, that a Participant shall cease to be an Active Participant (i) immediately upon a determination by the Committee that the Participant has ceased to be an Employee or Independent Contractor, or (ii) at the end of the Plan Year that the committee determines the Participant no longer meets the eligibility requirements of the Plan.

2.2    “Adoption Agreement” means the written agreement pursuant to which the Company adopts the Plan. The Adoption Agreement is a part of the Plan as applied to the Company.

2.3    “Beneficiary” means the person, persons, entity or entities designated or determined pursuant to the provisions of Section 13 of the Plan.

2.4    “Board” means the Board of Directors of the Company.

2.5    “Change in Control Event” means an event described in Section 409A(a)(2)(A)(v) of the Code (or any successor provision thereto) and the regulations thereunder with respect to a Participant’s direct Employer.

2.6    “Committee” means the Compensation Committee of the Company’s Board of Directors, or any other person or persons as designated by the Compensation Committee, in its

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discretion, to perform responsibilities of the Committee under the Plan, or any other person or persons noted in the Adoption Agreement. The Recordkeeper is not the Committee.

2.7    “Company” means the company designated in the Adoption Agreement.

2.8    “Compensation” shall have the meaning designated in the Adoption Agreement.

2.9    “Crediting Date” means the date any corresponding asset payment used to informally finance the Plan, if applicable, is credited to the Employer’s corporate owned investment account or any other day directed by the Employer. Otherwise, all Credits shall be credited on any business day as specified by the Company.

2.10    “Deferred Compensation Account” means the account maintained with respect to each Participant under the Plan. The Deferred Compensation Account shall be credited with Participant Deferral Credits and Employer Credits, credited or debited for deemed investment gains or losses, and adjusted for payments in accordance with the rules and elections in effect under Section 8. As permitted in the Adoption Agreement, the Deferred Compensation Account of a Participant may consist of one or more accounts. A Participant may elect payment options for each account as described in Section 7.1 and deemed investments for each account as described in Section 8.2.

2.11    “Disabled or Disability” means Disabled or Disability within the meaning of Section 409A of the Code and the regulations thereunder. Generally, this means that the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering Employees of the Employer.

2.12    [Reserved].

2.13    “Effective Date” shall be the date designated in the Adoption Agreement.

2.14    “Employee” means an individual in the Service of the Employer if the relationship between the individual and the Employer is the legal relationship of employer and employee. An individual shall cease to be an Employee upon the Employee’s Separation from Service.

2.15    “Employer” means the Company, as identified in the Adoption Agreement, and its subsidiaries.

2.16    “Employer Credits” means the amounts credited to the Participant’s Deferred Compensation Account by the Employer pursuant to the provisions of Section 4.2.

2.17    [Reserved]

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2.18    “Independent Contractor” means an individual in the Service of the Employer if the relationship between the individual and the Employer is not the legal relationship of employer and employee. An individual shall cease to be an Independent Contractor upon the termination of the Independent Contractor’s Service. An Independent Contractor shall include a director of the Company who is not an Employee.

2.19    “In-Service Account” means a separate account to be kept for each Participant that has elected to take in-service distributions as described in Section 5.4. The In-Service Account shall be adjusted in the same manner and at the same time as the Deferred Compensation Account under Section 8 and in accordance with the rules and elections in effect under Section 8.

2.20    “Normal Retirement Age”, which may also be called “Full Vesting Age”, of a Participant means the age designated in the Adoption Agreement.

2.21    “Participant” means with respect to any Plan Year an Employee or Independent Contractor who has been designated by the Committee as a Participant and who has entered the Plan or who has a Deferred Compensation Account under the Plan; provided that if the Participant is an Employee, the individual must be a member of a select group of management or highly compensated employee of the Employer within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA.

2.22    “Participant Deferral Credits” means the amounts credited to the Participant’s Deferred Compensation Account pursuant to the provisions of Section 4.1.

2.23    “Participating Employer” means any subsidiary of Company with employees who are Participants.

2.24    “Participation Agreement” means a written agreement, including electronic submissions by the Participant or at the Participant’s direction, entered into between a Participant and the Employer pursuant to the provisions of Section 4.1

2.25    “Performance-Based Compensation” means compensation where the amount of, or entitlement to, the compensation is contingent on the satisfaction of preestablished organizational or individual performance criteria relating to a performance period of at least twelve months. Organizational or individual performance criteria are considered preestablished if established in writing within 90 days after the commencement of the period of service to which the criteria relates, provided that the outcome is substantially uncertain at the time the criteria are established. Performance-based compensation may include payments based upon subjective performance criteria as provided in regulations and administrative guidance promulgated under Section 409A of the Code.

2.26    “Plan” means the name of the Plan as designated in the Adoption Agreement.

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2.27    “Plan-Approved Domestic Relations Order” means a judgment, decree, or order (including the approval of a settlement agreement) which is:

2.27.1    Issued pursuant to a State’s domestic relations law;

2.27.2    Relates to the provision of child support, alimony payments or marital property rights to a Spouse, former Spouse, child or other dependent of the Participant;

2.27.3    Creates or recognizes the right of a Spouse, former Spouse, child or other dependent of the Participant to receive all or a portion of the Participant’s benefits under the Plan;

2.27.4    Requires payment to such person of an interest in the Participant’s benefits in a lump sum payment or any other form of payment allowed under the Plan at a specific time; and

2.27.5    Meets such other requirements established by the Committee.

2.28    “Plan Year” means the twelve-month period ending on the last day of December, unless otherwise noted in the Adoption Agreement.

2.29    “Recordkeeper” means the individual or entity responsible for keeping records of Plan activity including the tracking of Participant Deferred Compensation Account balances. As to applicable tax and regulatory rules, the actions of the Recordkeeper are limited to executing the decisions and directions of the Committee. The Recordkeeper does not make plan administration decisions.

2.30    “Qualifying Distribution Event” means (i) the Separation from Service of the Participant, (ii) the date the Participant becomes Disabled, (iii) the death of the Participant, (iv) the time specified by the Participant for an In-Service Distribution, (v) a Change in Control Event, or (vi) an Unforeseeable Emergency, each to the extent provided in Section 5.

2.31    “Seniority Date” which may also be called “Installment Eligibility Date” shall have the meaning designated in the Adoption Agreement and shall apply to both the initial deferral election described in Section 4 and the Subsequent deferral election described in Section 7.5.

2.32    “Separation from Service” or “Separates from Service” means a “separation from service” within the meaning of Section 409A of the Code.

2.33    “Service” as an Employee means employment by the Employer and, for an Everus Employee (as defined in the Adoption Agreement), shall include any Service credited for such Everus Employee under the MDU DCP (as defined in the Adoption Agreement) as in effect immediately prior to the Effective Date. For purposes of the Plan, the employment relationship is treated as continuing intact while the Employee is on military leave, sick leave, or other bona fide leave of absence if the period of such leave does not exceed six months, or if longer, so long as the Employee’s right to reemployment is provided either by statute or contract. If the

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Participant is an Independent Contractor, “Service” shall mean the period during which the contractual relationship exists between the Employer and the Participant. The contractual relationship is not terminated if the Participant anticipates a renewal of the contract or becomes an Employee. A Participant who has a Deferred Compensation Account which contains amounts deferred or contributed as an Employee and a member of the Board (Dual Status), Services performed in those capacities will be looked at independently when determining if a Separation from Service has occurred. Services as a member of the Board and Independent Contractor (in a capacity not on the Board) will be looked collectively when determining if a Separation from Service has occurred.

2.34    “Service Bonus” means any bonus that does not meet the definition of Performance-Based Compensation that is paid to a Participant by the Employer as noted in the Adoption Agreement.

2.35    “Specified Employee” means an Employee who meets the requirements for key employee treatment under Section 416(i)(l)(A)(i), (ii) or (iii) of the Code (applied in accordance with the regulations thereunder and without regard to Section 416(i)(5) of the Code) at any time during the twelve-month period ending on December 31 of each year (the “identification date”). If the person is a key employee as of any identification date, the person is treated as a Specified Employee for the twelve-month period beginning on the first day of the fourth month following the identification date. Unless binding corporate action is taken to establish different rules for determining Specified Employees for all plans of the Company and its controlled group members that are subject to Section 409A of the Code, the foregoing rules and the other default rules under the regulations of Section 409A of the Code shall apply.

2.36    “Spouse” or “Surviving Spouse” means, except as otherwise provided in the Plan, a person who is the legally married spouse or surviving spouse of a Participant.

2.37    “Unforeseeable Emergency” means an “unforeseeable emergency” within the meaning of Section 409A of the Code.

2.38    “Years of Service” means each Year of Service completed by the Participant.

For vesting purposes, Years of Service shall be calculated from the date designated in the Adoption Agreement and Service shall be based on service with the Company and all Participating Employers and for an Everus Employee (as defined in the Adoption Agreement) shall include Service credited under the MDU DCP (as defined in the Adoption Agreement), as in effect immediately prior to the Effective Date.

Section 3.    Participation

The Committee in its discretion shall designate each Employee or Independent Contractor who is eligible to participate in the Plan. Each Everus Employee (as defined in the Adoption Agreement) who is a participant in the MDU DCP (as defined in the Adoption Agreement) is hereby designated as eligible to participate in the Plan effective as of the Effective Date. A Participant who Separates from Service with the Employer and who later returns to Service may

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be eligible consistent with Section 409A of the Code and upon satisfaction of such terms and conditions as the Committee shall establish.

Section 4.    Credits to Deferred Compensation Account

4.1    Participant Deferral Credits. To the extent provided in the Adoption Agreement, each Active Participant may elect, by entering into a Participation Agreement, to defer the receipt of Compensation from the Employer by a dollar amount or percentage specified in the Participation Agreement. The amount of Compensation the Participant elects to defer, the Participant Deferral Credit, shall be credited to the Deferred Compensation Account maintained for the Participant pursuant to Section 8. The following special provisions shall apply with respect to the Participant Deferral Credits of a Participant:

4.1.1    The Employer shall credit to the Participant’s Deferred Compensation Account on each Crediting Date an amount equal to the total Participant Deferral Credit for the period ending on such Crediting Date.

4.1.2    An election pursuant to this Section 4.1 shall be made by the Participant by executing and delivering a Participation Agreement to the Committee. Except as otherwise provided in this Section 4.1, the Participation Agreement shall become effective with respect to such Participant as of the first day of January following the date such Participation Agreement is received by the Committee. A Participant’s election may be changed at any time prior to the last permissible date for making the election as permitted in this Section 4.1 and shall thereafter be irrevocable. Any election of a Participant shall continue in effect for the time period as set forth in the Adoption Agreement.

4.1.3    A Participant may execute and deliver a Participation Agreement to the Committee within 30 days after the date the Participant first becomes eligible to participate in the Plan. After the 30-day period expires, or after any shorter time period as agreed to by the Participant and the Committee, the latest election made by the Participant during that period becomes irrevocable. Such election shall then be effective as of the first payroll period commencing following the date the Participation Agreement becomes irrevocable. Whether a Participant is treated as newly eligible for participation under this Section shall be determined in accordance with Section 409A of the Code and the regulations thereunder, including (i) rules that treat all elective deferral account balance plans as one plan, and (ii) rules that treat a previously eligible Employee as newly eligible if the Participant’s benefits had been previously distributed or if the Participant has been ineligible for 24 months. For Compensation that is earned based upon a specified performance period (for example, an annual bonus), where a deferral election is made under this Section but after the beginning of the performance period, the election will only apply to the portion of the Compensation equal to the total amount of the Compensation for the service period multiplied by the ratio of the number of days remaining in the performance period after the date the election becomes irrevocable over the total number of days in the performance period.

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4.1.4    A Participant may unilaterally modify a Participation Agreement (either to terminate, increase or decrease future Compensation which is subject to deferral within the percentage limits set forth in Section 4.1 of the Adoption Agreement) by providing a written modification of the Participation Agreement to the Committee. The modification shall become effective as of the first day of January following the date such written modification is received by the Committee, or at such later date as required under Section 409A of the Code.

4.1.5    If the Participant performed services continuously from the later of the beginning of the performance period or the date upon which the performance criteria are established through the date upon which the Participant makes an initial deferral election, a Participation Agreement relating to the deferral of Performance- Based Compensation may be executed and delivered to the Committee no later than the date which is 6 months prior to the end of the performance period, provided that in no event may an election to defer Performance-Based Compensation be made after such Compensation has become readily ascertainable.

4.1.6    If the Employer has a fiscal year other than the calendar year, Compensation relating to Service in the fiscal year of the Employer (such as a bonus based on the fiscal year of the Employer), of which no amount is paid or payable during the fiscal year, may be deferred at the Participant’s election if the election to defer is made not later than the close of the Employer’s fiscal year next preceding the first fiscal year in which the Participant performs any services for which such Compensation is payable.

4.1.7    Compensation payable after the last day of the Participant’s taxable year solely for services provided during the final payroll period containing the last day of the Participant’s taxable year (i.e., generally December 31) is treated for purposes of this Section 4.1 as Compensation for services performed in the subsequent taxable year.

4.1.8    The Committee may from time to time establish policies or rules consistent with the requirements of Section 409A of the Code to govern the manner in which Participant Deferral Credits may be made.

4.1.9    If a Participant becomes Disabled all currently effective deferral elections for such Participant shall be cancelled. At the time the participant is no longer Disabled, subsequent elections to defer future compensation will be permitted under this Section 4.

4.1.10    If a Participant applies for and receives a distribution on account of an Unforeseeable Emergency, all currently effective deferral elections for such Participant shall be cancelled. Subsequent elections to defer future compensation will be permitted under this Section 4. Furthermore, a Participant may apply to the Committee to cancel all deferral elections due to an Unforeseeable Emergency.

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4.2    Employer Credits. The Committee shall credit to the Deferred Compensation Account of each Active Participant an Employer Credit as determined in accordance with the Adoption Agreement. A Participant must make distribution elections with respect to any Employer Credits credited to the Deferred Compensation Account by the deadline that would apply under Section 4.1 for distribution elections with respect to Participant Deferral Credits credited at the same time, on a Participation Agreement that is timely executed and delivered to the Committee pursuant to Section 4.1. If no distribution election is made, vested amounts in the Deferred Compensation Account will be distributed in a lump sum upon the earliest of any Qualifying Distribution Event limited to Separation from Service, Disability, Death or Change in Control.

4.3    Deferred Compensation Account. All Participant Deferral Credits and Employer Credits shall be credited to the Deferred Compensation Account of the Participant as provided in Section 8.

4.4    Forfeiture of Employer Credits. Notwithstanding any provision of the Plan to the contrary, if any Participant is discharged from employment with the Employer for cause due to willful misconduct, dishonesty, or conviction of a crime or felony, all as determined in the sole discretion of the Committee, the rights of such Participant (or any Beneficiary of such Participant) to any Employer Credits accrued to the Participant’s account and all income, gains, and losses attributable thereto (whether or not vested) shall be forfeited, to the extent not otherwise prohibited by applicable law.

Section 5.    Qualifying Distribution Events

5.1    Separation from Service. If the Participant Separates from Service with the Employer, the vested balance in the Deferred Compensation Account shall be paid to the Participant by the Company as provided in Section 7. Notwithstanding the foregoing, no distribution shall be made earlier than six months after the date of Separation from Service (or, if earlier, the date of death) with respect to a Participant who as of the date of Separation from Service is a Specified Employee of a corporation (or a member of such corporation’s controlled group) the stock in which is traded on an established securities market (either foreign or domestic) or otherwise. Any payments to which such Specified Employee would be entitled during the first six months following the date of Separation from Service shall be accumulated and paid on the first day of the seventh month following the date of Separation from Service, and shall be adjusted for deemed investment gain and loss incurred during the six-month period.

5.2    Disability. If the Adoption Agreement designates that distributions are permitted under the Plan when a Participant becomes Disabled, and the Participant becomes Disabled while in Service, the vested balance in the Deferred Compensation Account shall be paid to the Participant as provided in Section 7.

5.3    Death. If the Participant dies while in Service, the Company shall pay a benefit to the Participant’s Beneficiary in the amount of the vested balance in the Deferred Compensation Account and any additional amount designated in the Adoption Agreement. Payment of such benefit shall be made as provided in Section 7.

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5.4    In-Service Distributions. If the Adoption Agreement designates that in-service distributions are permitted under the Plan, a Participant may designate in the Participation Agreement to have a specified amount credited to the Participant’s In-Service Account for in- service distributions at the date specified by the Participant. In no event may an in-service distribution of an amount be made before the date that is two years after the first day of the year in which any deferral election to such In-Service Account became effective. Notwithstanding the foregoing, if a Participant incurs a Qualifying Distribution Event prior to the date on which the entire balance in the In-Service Account has been distributed, then the vested balance in the In-Service Account on the date of the Qualifying Distribution Event shall be paid as provided under Section 7.1 for payments on such Qualifying Distribution Event.

5.5    Change in Control Event. If the Adoption Agreement designates that distributions are permitted under the Plan upon the occurrence of a Change in Control Event, the Participant may designate in the Participation Agreement to have the vested balance in the Deferred Compensation Account paid to the Participant upon a Change in Control Event by the Employer as provided in Section 7.

5.6    Unforeseeable Emergency. If the Adoption Agreement designates that distributions are permitted under the Plan upon the occurrence of an Unforeseeable Emergency event, a distribution from the Deferred Compensation Account may be made to a Participant in the event of an Unforeseeable Emergency, subject to the following provisions:

5.6.1    A Participant may, make an application to the Committee to cancel all active deferral elections or to cancel deferral elections and receive a distribution in a lump sum of all or a portion of the vested balance in the Deferred Compensation Account (determined as of the date the distribution, if any, is made under this Section 5.6) because of an Unforeseeable Emergency. A distribution because of an Unforeseeable Emergency shall not exceed the amount required to satisfy the Unforeseeable Emergency plus amounts necessary to pay taxes reasonably anticipated as a result of such distribution, after taking into account the extent to which the Unforeseeable Emergency may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Participant’s assets (to the extent the liquidation of such assets would not itself cause severe financial hardship) or by stopping current deferrals under the Plan pursuant to Section 4.1.10.

5.6.2    The Participant’s request for a distribution on account of Unforeseeable Emergency must be made in writing to the Committee. The request must specify the nature of the financial hardship, the total amount requested to be distributed from the Deferred Compensation Account, and the total amount of the actual expense incurred or to be incurred on account of the Unforeseeable Emergency.

5.6.3    If a cancellation of deferral elections is approved such cancellation will be effective as soon as practicable. If a distribution under this Section 5.6 is approved by the Committee, such distribution will be made as soon as practicable following the date it is approved. The processing of the request shall be completed as soon as practicable from the date on which the Committee receives the properly

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completed written request for a distribution on account of an Unforeseeable Emergency. If a Participant’s Separation from Service occurs after a request is approved in accordance with this Section 5.6.3, but prior to distribution of the full amount approved, the approval of the request shall be automatically null and void and the benefits which the Participant is entitled to receive under the Plan shall be distributed in accordance with the applicable distribution provisions of the Plan.

5.6.4    The Committee may from time to time adopt additional policies or rules consistent with the requirements of Section 409A of the Code to govern the manner in which such distributions may be made so that the Plan may be conveniently administered.

Section 6.    Vesting

A Participant shall be fully vested in the portion of the Deferred Compensation Account attributable to Participant Deferral Credits, and all income, gains and losses attributable thereto. A Participant shall become fully vested in the portion of the Deferred Compensation Account attributable to Employer Credits, and income, gains and losses attributable thereto, in accordance with the vesting schedule and provisions designated in the Adoption Agreement. Once a Participant achieves vesting on an Employer Credit, it cannot be reduced or eliminated. If Change in Control was elected as a vesting event in the Adoption Agreement, participants accounts shall be fully vested upon a Change in Control of the Participant’s direct employer, however new vesting schedules may be applied to future Employer Credits. If a Participant’s Deferred Compensation Account is not fully vested upon Separation from Service, the portion of the Deferred Compensation Account that is not fully vested shall be forfeited.

Section 7.    Distribution Rules

7.1    Payment Options. The Adoption Agreement designates the payment options which may be elected by the Participant. The Participant may elect a method of payment for Qualifying Distribution Events as specified in the Adoption Agreement. If the Participant is permitted by the Adoption Agreement to elect different payment options and does not make a valid election, the vested balance in the Deferred Compensation Account will be distributed as a lump sum upon the Qualifying Distribution Event.

Notwithstanding the foregoing, if certain Qualifying Distribution Events occur prior to the date on which the vested balance of a Participant’s Deferred Compensation Account is completely paid pursuant to this Section 7.1 following the occurrence of certain Qualifying Distribution Events, the following rules apply:

7.1.1    If the currently effective Qualifying Distribution Event is a Separation from Service or Disability, and the Participant subsequently dies, the remaining unpaid vested balance of a Participant’s Deferred Compensation Account shall be paid as a lump sum.

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7.1.2    If the currently effective Qualifying Distribution Event is a Change in Control Event, and any subsequent Qualifying Distribution Event occurs (except an In-Service Distribution described in Section 2.30(iv)), the remaining unpaid vested balance of a Participant’s Deferred Compensation Account shall be paid as provided under Section 7.1 for payments on such subsequent Qualifying Distribution Event.

7.2    Timing of Payments. Payment shall be made in the manner elected by the Participant and shall commence as soon as practicable after the distribution date specified for the Qualifying Distribution Event. Distribution shall be no later than within 60 days following the day after the Qualifying Distribution Event. Such payment shall not be deemed late if the payment is made on or before the later of (i) December 31 of the calendar year in which the Qualifying Distribution Event occurs, or (ii) the date that is 2-1/2 months after the Qualifying Distribution Event occurs. Participants shall not have any influence as to the tax year or timing of the distribution. For each payment, the Committee must specify a date for the Deferred Compensation Account(s) to be valued. In the event the Participant fails to make a valid election of the payment method, the distribution will be made in a single lump sum payment as soon as practicable after the Qualifying Distribution Event. A payment may be further delayed to the extent permitted in accordance with regulations and guidance under Section 409A of the Code.

7.3    Installment Payments. If the Participant elects to receive installment payments upon a Qualifying Distribution Event, the payment of each installment shall be made on the anniversary of the date of the first installment payment, and the amount of the installment shall be adjusted on such anniversary for credits or debits to the Participant’s account pursuant to Section 8 of the Plan. Such adjustment shall be made by dividing the balance in the Deferred Compensation Account on such date by the number of installments remaining to be paid hereunder; provided that the last installment due under the Plan shall be the entire amount credited to the Participant’s account on the date of payment.

7.4    De Minimis Amounts. Notwithstanding any payment election made by the Participant, if a pre-determined de minimis amount is designated in the Adoption Agreement, the vested balance in all Deferred Compensation Accounts of the Participant will be distributed in a single lump sum payment if at the time of a permitted Qualifying Distribution Event the vested balance does not exceed such pre-determined de minimis amount; provided, however, that such distribution will be made only where the Qualifying Distribution Event is a Separation from Service, death, Disability, or Change in Control Event. In addition, the Company may distribute a Participant’s vested balance in all of the Participant’s Deferred Compensation Accounts at any time if the balance does not exceed the limit in Section 402(g)(1)(B) of the Code and results in the termination of the Participant’s entire interest in the Plan as provided under Section 409A of the Code.

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7.5    Subsequent Elections. With the consent of the Committee, a Participant may delay or change the method of payment of the Deferred Compensation Account subject to the following requirements:

7.5.1    The new election may not take effect until at least 12 months after the date on which the new election is made.

7.5.2    If the new election relates to a payment for a Qualifying Distribution Event other than the death of the Participant, the Participant becoming Disabled, or an Unforeseeable Emergency, the new election must provide for the deferral of the payment for a period of at least five years from the date such payment would otherwise have been made.

7.5.3    If the new election relates to a payment from the In-Service Account, the new election must be made at least 12 months prior to the date of the first scheduled payment from such account.

For purposes of this Section 7.5 and Section 7.6, a payment is each separately identified amount to which the Participant is entitled under the Plan; provided, that entitlement to a series of installment payments is treated as the entitlement to a single payment.

7.6    Acceleration Prohibited. The acceleration of the time or schedule of any payment due under the Plan is prohibited except as expressly provided in regulations and administrative guidance promulgated under Section 409A of the Code (such as accelerations for domestic relations orders and employment taxes). It is not an acceleration of the time or schedule of payment if the Company waives or accelerates the vesting requirements applicable to a benefit under the Plan.

7.7    Residual Distributions. If calculation of the amount of any credit to a Participant’s Deferred Compensation Account is not administratively practicable due to events beyond the control of the Company, payments may be made to the Participant for residual amounts contributed to or remaining in a Deferred Compensation Account after payments under the provisions of this Section 7 have commenced or been completed. The residual amount shall be credited to the Deferred Compensation Account when the calculation of the amount becomes administratively practicable. Examples of residual amounts include, but are not limited to, additional investment returns credited after payment (due to dividends or pricing changes) or additional contributions made after payment (such as an annual bonus deferral or an Employer Credit). Payments that would have been made had the residual amount been calculable at the benefit commencement date shall be made up as soon as practicable after crediting to the Deferred Compensation Account, in no case later than the end of the year in which calculation of the amount becomes administratively practicable.

7.8    Ineffective Deferrals. If a Participant deferral election under Section 4 to contribute to an In-Service Account carries over to a subsequent year (an evergreen election) and the deferral election is ineffective (i.e., the distribution election would cause payment in the current or prior years), the amount deferred will be credited to a Deferred Compensation Account that is

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not an In-Service Account. If the Participant only has one account of this type, the amount deferred will be credited to that account. If the Participant has multiple accounts of this type, and one of the accounts has a lump sum at Separation from Service distribution election, the amount deferred will be credited to that account. If the Participant has multiple accounts of this type and does not have an account with a lump sum at Separation from Service distribution election, one will be established with a lump sum at Separation from Service distribution election and the amount deferred will be credited to this account.

Section 8.    Accounts; Deemed Investment; Adjustments to Account

8.1    Accounts. The Committee shall establish a book reserve account, entitled the “Deferred Compensation Account,” on behalf of each Participant. The Committee shall also establish an In-Service Account as a part of the Deferred Compensation Account of each Participant, if applicable. The amount credited to the Deferred Compensation Account shall be adjusted pursuant to the provisions of Section 8.3.

8.2    Deemed Investments. The Deferred Compensation Account of a Participant shall be credited with an investment return determined as if the account were invested in one or more investment funds made available by the Committee. The Participant shall elect the investment funds in which the Participant’s Deferred Compensation Account shall be deemed to be invested. Such election shall be made in the manner prescribed by the Committee and shall take effect upon the entry of the Participant into the Plan. The investment election of the Participant shall remain in effect until a new election is made by the Participant. In the event the Participant fails for any reason to make an effective election of the investment return to be credited to the account, the investment return shall be determined by the Committee.

8.3    Adjustments to Deferred Compensation Account. With respect to each Participant who has a Deferred Compensation Account under the Plan, the amount credited to such account shall be adjusted by the following debits and credits, at the times and in the order stated:

8.3.1    The Deferred Compensation Account shall be debited each business day with the total amount of any payments made from such account since the last preceding business day. Unless otherwise specified by the Committee, each deemed investment fund will be debited pro rata based on the value of the investment funds as of the end of the preceding business day.

8.3.2    The Deferred Compensation Account shall be credited on each Crediting Date with the total amount of any Participant Deferral Credits and Employer Credits to such account since the last preceding Crediting Date.

8.3.3    The Deferred Compensation Account shall be credited or debited on each day securities are traded on a national stock exchange with the amount of deemed investment gain or loss resulting from the performance of the deemed investment funds elected by the Participant in accordance with Section 8.2. The amount of such deemed investment gain or loss shall be determined by the Committee and such determination shall be final and conclusive upon all concerned.

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Section 9.    Administration by Committee

9.1    Membership of Committee. If the Committee consists of individuals appointed by the Board, they will serve at the pleasure of the Board. Any member of the Committee may resign, and any successor shall be appointed by the Board.

9.2    General Administration. The Committee shall be responsible for the operation and administration of the Plan and for carrying out its provisions. The Committee shall have the full authority and discretion to make, amend, interpret, and enforce all appropriate rules and regulations for the administration of this Plan and decide or resolve any and all questions, including interpretations of this Plan, as may arise in connection with this Plan. Any such action taken by the Committee shall be final and conclusive on any party. To the extent the Committee has been granted discretionary authority under the Plan, the Committee’s prior exercise of such authority shall not obligate it to exercise its authority in a like fashion thereafter. The Committee shall be entitled to rely conclusively upon all tables, valuations, certificates, opinions and reports furnished by any actuary, accountant, controller, counsel or other person employed or engaged by the Company with respect to the Plan. The Committee may, from time to time, employ agents and delegate to such agents, including Employees of the Employer, such administrative or other duties as it sees fit.

9.3    Indemnification. To the extent not covered by insurance, the Company shall indemnify the Committee, each Employee, officer, director, and agent of the Employer, and all persons formerly serving in such capacities, against any and all liabilities or expenses, including all legal fees relating thereto, arising in connection with the exercise of duties and responsibilities with respect to the Plan, provided however that the Company shall not indemnify any person for liabilities or expenses due to that person’s own gross negligence or willful misconduct.

Section 10.    Contractual Liability, Trust

10.1    Contractual Liability. Unless otherwise elected in the Adoption Agreement, the Company shall be obligated to make all payments hereunder. This obligation shall constitute a contractual liability of the Company to the Participants, and such payments shall be made from the general funds of the Company. The Company shall not be required to establish or maintain any special or separate fund, or otherwise to segregate assets to assure that such payments shall be made, and the Participants shall not have any interest in any particular assets of the Company by reason of its obligations hereunder. To the extent that any person acquires a right to receive payment from the Company under the Plan, such right shall be no greater than the right of an unsecured creditor of the Company.

10.2    Trust. The Employer may establish a trust to assist it in meeting its obligations under the Plan. Any such trust shall conform to the requirements of a grantor trust under Revenue Procedures 92-64 and 92-65 and at all times during the continuance of the trust the principal and income of the trust shall be subject to claims of general creditors of the Employer under federal and state law. The establishment of such a trust would not be intended to cause Participants to realize current income on amounts contributed thereto, and the trust would be so interpreted and administered.

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Section 11.    Allocation of Responsibilities

The persons responsible for the Plan and the duties and responsibilities allocated to each are as follows:

11.1    Board.

(i)    To amend the Plan;

(ii)    To appoint and remove members of the Committee; and

(iii)    To terminate the Plan as permitted in Section 14.

11.2    Committee or its designee(s).

(i)    To designate Participants;

(ii)    To interpret the provisions of the Plan and to determine the rights of the Participants under the Plan, except to the extent otherwise provided in Section 16 relating to claims procedure;

(iii)    To administer the Plan in accordance with its terms, except to the extent powers to administer the Plan are specifically delegated to another person or persons as provided in the Plan;

(iv)    To account for the amount credited to the Deferred Compensation Account of a Participant;

(v)    To direct the Employer in the payment of benefits;

(vi)    To file such reports as may be required with the United States Department of Labor, the Internal Revenue Service and any other government agency to which reports may be required to be submitted from time to time; and

(vii)    To administer the claims procedure to the extent provided in Section 16.

Section 12.    Benefits Not Assignable; Facility of Payments

12.1    Benefits Not Assignable. No portion of any benefit credited or paid under the Plan with respect to any Participant shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, and any attempt so to anticipate, alienate, sell, transfer, assign, pledge, encumber or charge the same shall be void, nor shall any portion of such benefit be in any manner payable to any assignee, receiver or any one trustee.

12.2    Plan-Approved Domestic Relations Orders. The Committee shall establish procedures for determining whether an order directed to the Plan is a Plan-Approved Domestic Relations Order. If the Committee determines that an order is a Plan-Approved Domestic

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Relations Order, the Committee shall cause the payment of amounts pursuant to or segregate a separate account as provided by (and to prevent any payment or act which might be inconsistent with) the Plan-Approved Domestic Relations Order notwithstanding Section 12.1.

12.3    Payments to Minors and Others. If any individual entitled to receive a payment under the Plan shall be physically, mentally or legally incapable of receiving or acknowledging receipt of such payment, the Committee, upon the receipt of satisfactory evidence of incapacity and satisfactory evidence that another person or institution is maintaining custody of that person and that no guardian or committee has been appointed, may cause any payment otherwise payable to that person to be made to such person or institution so maintaining custody. Payment to such person or institution shall be in full satisfaction of all claims by or through the Participant to the extent of the amount thereof.

Section 13.    Beneficiary

The Participant’s Beneficiary shall be the person, persons, entity or entities designated by the Participant on the Beneficiary designation form provided by and filed with the Committee or its designee. If the Participant does not designate a Beneficiary, the Beneficiary shall be the Surviving Spouse. If the Participant does not designate a Beneficiary and has no Surviving Spouse, the Beneficiary shall be the Participant’s estate. The designation of a Beneficiary may be changed or revoked only by filing a new Beneficiary designation form with the Committee or its designee. If a Beneficiary (the “primary Beneficiary”) is receiving or is entitled to receive payments under the Plan and dies before receiving all of the payments due, the balance to which the Beneficiary is entitled shall be paid to the contingent Beneficiary, if any, named in the Participant’s current Beneficiary designation form. If there is no contingent Beneficiary, the balance shall be paid to the estate of the primary Beneficiary. Any Beneficiary may disclaim all or any part of any benefit to which such Beneficiary shall be entitled hereunder by filing a written disclaimer with the Committee before payment of such benefit is to be made. Such a disclaimer shall be made in a form satisfactory to the Committee and shall be irrevocable when filed. Any benefit disclaimed shall be payable from the Plan in the same manner as if the Beneficiary who filed the disclaimer had predeceased the Participant.

Section 14.    Amendment and Termination of Plan

The Company may amend any provision of the Plan or terminate the Plan at any time; provided, that in no event shall such amendment or termination reduce the balance in any Participant’s Deferred Compensation Account, including reduction in vesting percentage, as of the date of such amendment or termination, nor shall any such amendment materially adversely affect the Participant relating to the payment of such Deferred Compensation Account. Notwithstanding the foregoing, the following special provisions shall apply:

14.1    Termination and Liquidation of the Plan in the Discretion of the Company. The Company in its discretion may terminate the Plan and distribute vested benefits in a single lump

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sum to Participants subject to the following requirements and any others specified under Section 409A of the Code:

14.1.1    All arrangements sponsored by the Company that would be aggregated with the Plan under Section 1.409A-l(c) of the Treasury Regulations are terminated.

14.1.2    No payments other than payments that would be payable under the terms of the Plan if the termination had not occurred are made within 12 months of the termination date.

14.1.3    All benefits under the Plan are paid within 24 months of the termination date.

14.1.4    The Company does not adopt a new arrangement that would be aggregated with the Plan under Section 1.409A-1(c) of the Treasury Regulations providing for the deferral of compensation at any time within 3 years following the date of termination of the Plan.

14.1.5    The termination does not occur proximate to a downturn in the financial health of the Company.

Distribution of benefits shall occur in the same tax year for all Participants.

14.2    Termination and Liquidation of the Plan Upon Change in Control Event of the Company. If the Company terminates the Plan within 30 days preceding or 12 months following a Change in Control Event of the Company, the vested Deferred Compensation Account of each Participant shall become payable to the Participant in a lump sum within 12 months following the date of termination, subject to the requirements of Section 409A of the Code. Distribution of benefits shall occur in the same tax year for all Participants.

14.3    Termination and Liquidation of the Plan Upon Corporate Dissolution. The Plan may be terminated within 12 months of a corporate dissolution of the Company taxed under Section 331, or with the approval of a bankruptcy court provided the amounts deferred under the plan are included in the Participant’s gross income as required under Section 409A of the Code.

Section 15.    Communication to Participants

The Company shall make a copy of the Plan available for inspection by Participants and Beneficiaries during reasonable hours at the principal office of the Employer.

Section 16.    Claims Procedure

The following claims procedure shall apply with respect to the Plan:

16.1    Filing of a Claim for Benefits. If a Participant or Beneficiary (the “claimant”) believes there is an entitlement to benefits by the claimant under the Plan which is not being paid

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or which is not being accrued for the claimant’s benefit, the claimant shall file a written claim therefore with the Committee.

16.2    Notification to Claimant of Decision. Within 90 days after receipt of a claim by the Committee (or within 180 days if special circumstances require an extension of time), the Committee shall notify the claimant of the decision with regard to the claim. In the event of such special circumstances requiring an extension of time, there shall be furnished to the claimant prior to expiration of the initial 90-day period written notice of the extension, which notice shall set forth the special circumstances and the date by which the decision shall be furnished. If such claim shall be wholly or partially denied, notice thereof shall be in writing and worded in a manner calculated to be understood by the claimant, and shall set forth: (i) the specific reason or reasons for the denial; (ii) specific reference to pertinent provisions of the Plan on which the denial is based; (iii) a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and (iv) an explanation of the procedure for review of the denial and the time limits applicable to such procedures, including a statement of the claimant’s right to bring a civil action under ERISA following an adverse benefit determination on review.

16.3    Procedure for Review. Within 60 days following receipt by the claimant of notice of denying a claim, in whole or in part, or, if such notice shall not be given, within 60 days following the latest date on which such notice could have been timely given, the claimant may appeal denial of the claim by filing a written application for review with the Committee. Following such request for review, the Committee shall fully and fairly review the decision denying the claim. Prior to the decision of the Committee, the claimant shall be given an opportunity to review pertinent documents and to submit issues and comments in writing.

16.4    Decision on Review. The decision on review of a claim denied in whole or in part by the Committee shall be made in the following manner:

16.4.1    Within 60 days following receipt by the Committee of the request for review (or within 120 days if special circumstances require an extension of time), the Committee shall notify the claimant in writing of its decision with regard to the claim. In the event of such special circumstances requiring an extension of time, written notice of the extension shall be furnished to the claimant prior to the commencement of the extension.

16.4.2    With respect to a claim that is denied in whole or in part, the decision on review shall set forth specific reasons for the decision, shall be written in a manner calculated to be understood by the claimant, and shall set forth:

(i)    the specific reason or reasons for the adverse determination;

(ii)    specific reference to pertinent Plan provisions on which the adverse determination is based;

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(iii)    a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits; and

(iv)    a statement describing any voluntary appeal procedures offered by the Plan and the claimant’s right to bring an action under ERISA section 502(a).

16.4.3    The decision of the Committee shall be final and conclusive.

16.5    Action by Authorized Representative of Claimant. All actions set forth in this Section 16 to be taken by the claimant may likewise be taken by a representative of the claimant duly authorized by the claimant to act on the claimant’s behalf on such matters. The Committee may require such evidence of the authority to act of any such representative as it may reasonably deem necessary or advisable.

16.6    Disability Claims. Notwithstanding any provision of the Plan to the contrary, if a claim for benefits is based on Disability, the following claims procedures shall apply: The Committee shall maintain a procedure under which any Participant or Beneficiary can file a claim for benefits under this Plan based on Disability.

16.6.1    After receiving a claim for benefits, the Committee will notify the Participant or Beneficiary of its claim determination within 45 days of the receipt of the claim. This period may be extended by 30 days if an extension is necessary to process the claim due to matters beyond the control of the Committee. A written notice of the extension, the reason for the extension and when the Committee expects to decide the claim, will be furnished to the Participant or Beneficiary within the initial 45-day period. This period may be extended for an additional 30 days beyond the original extension. A written notice of the additional extension, the reason for the additional extension and when the Committee expects to decide the claim, will be furnished to the Participant or Beneficiary within the first 30-day extension period if an additional extension of time is needed. However, if a period of time is extended due to a Participant or Beneficiary’s failure to submit information necessary to decide a claim, the period for making the benefit determination by the Committee will be tolled from the date on which the notification of the extension is sent to the Participant or Beneficiary until the date on which the Participant or Beneficiary responds to the request for additional information.

16.6.2    If a claim for benefits is denied, in whole or in part, a Participant or Beneficiary or an authorized representative, will receive a written notice of the denial. The notice will follow the rules of 29 C.F.R. § 2560.503-1(o) for culturally and linguistically appropriate notices and will be written in a manner calculated to be understood by the Participant or Beneficiary. The notice will include:

(i)    the specific reason(s) for the denial;

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(ii)    references to the specific Plan provisions on which the benefit determination was based;

(iii)    a description of any additional material or information necessary to perfect a claim and an explanation of why such information is necessary;

(iv)    a description of the Committee’s appeals procedures and applicable time limits, including, to the extent applicable, a statement of the right to bring a civil action under section 502(a) of ERISA following an adverse benefit determination on review;

(v)    a discussion of the decision, including an explanation of the basis for disagreeing with or not following: (i) the views presented by the claimant to the Committee of health care professionals treating the claimant and vocational professionals who evaluated the claimant; (ii) the views of medical or vocational experts whose advice was obtained on behalf of the Committee in connection with a claimant’s adverse benefit determination, without regard to whether the advice was relied upon in making the benefit determination; and (iii) a disability determination regarding the claimant presented by the claimant to the Committee made by the Social Security Administration;

(vi)    if the determination is based on medical necessity or experimental treatment or similar exclusion or limit, either an explanation of the scientific or clinical judgment for the determination, applying the terms of the Plan to the relevant medical circumstances, or a statement that such explanation will be provided free of charge upon request;

(vii)    either the specific internal rules, guidelines, protocols, standards or other similar criteria of the Plan relied upon in making the adverse benefit determination, or a statement that such rules, guidelines, protocols, standards, or other similar criteria of the Plan do not exist; and

(viii)    a statement that the Participant or Beneficiary is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claim for benefits.

16.6.3    If a claim for benefits is denied, a Participant, Beneficiary, or representative, may appeal the denied claim in writing within 180 days of receipt of the written notice of denial. The Participant or Beneficiary may submit any written comments, documents, records and any other information relating to the claim. Upon request, the Participant or Beneficiary will also have access to, and the right to obtain copies of, all documents, records and information relevant to the claim free of charge.

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16.6.4    A full review of the information in the claim file and any new information submitted to support the appeal will be conducted. The claim decision will be made by an appeals committee appointed by the Company. This committee will consist of individuals who were not involved in the initial benefit determination, nor will such individuals be subordinate to any person involved in the initial benefit determination. This review will not afford any deference to the initial benefit determination.

16.6.5    If the initial adverse decision was based in whole or in part on a medical judgment, the appeals committee will consult with a healthcare professional who has appropriate training and experience in the field of medicine involved in the medical judgment, was not consulted in the initial adverse benefit determination and is not a subordinate of the healthcare professional who was consulted in the initial adverse benefit determination.

16.6.6    Before an adverse benefit determination on review is issued, the appeals committee will provide the Participant or Beneficiary, free of charge, with any new or additional evidence considered, relied upon, or generated by the committee or other person making the benefit determination (or at the direction of the committee or such other person) in connection with the claim. Such evidence will be provided as soon as possible and sufficiently in advance of the date on which the notice of adverse benefit determination on review is required to be provided to give the Participant or Beneficiary a reasonable opportunity to respond prior to that date.

16.6.7    Before the appeals committee issues an adverse benefit determination on review based on a new or additional rationale, the committee will provide the Participant or Beneficiary, free of charge, with the rationale. The rationale will be provided as soon as possible and sufficiently in advance of the date on which the notice of adverse benefit determination on review is required to be provided to give the Participant or Beneficiary a reasonable opportunity to respond prior to that date.

16.6.8    The appeals committee will make a determination on an appealed claim within 45 days of the receipt of an appeal request. This period may be extended for an additional 45 days if the committee determines that special circumstances require an extension of time. A written notice of the extension, the reason for the extension and the date that the committee expects to render a decision will be furnished to the Participant or Beneficiary within the initial 45-day period. However, if the period of time is extended due to a Participant’s or Beneficiary’s failure to submit information necessary to decide the appeal, the period for making the benefit determination will be tolled from the date on which the notification of the extension is sent until the date on which the Participant or Beneficiary responds to the request for additional information.

16.6.9    If the claim on appeal is denied in whole or in part, a Participant or Beneficiary will receive a written notification of the denial. The notice will follow the rules of 29 C.F.R. § 2560.503-1(o) for culturally and linguistically appropriate

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notices and will be written in a manner calculated to be understood by the claimant. The notice will include:

(i)    the specific reason(s) for the adverse determination;

(ii)    references to the specific Plan provisions on which the determination was based;

(iii)    a statement regarding the right to receive upon request and free of charge reasonable access to, and copies of, all records, documents and other information relevant to the benefit claim;

(iv)    a description of the appeals committee’s review procedures and applicable time limits, including a statement of the right to bring a civil action under section 502(a) of ERISA following an adverse benefit determination on review;

(v)    a discussion of the decision, including an explanation of the basis for disagreeing with or not following: (i) the views presented by the claimant to the committee of health care professionals treating the claimant and vocational professionals who evaluated the claimant, (ii) the views of medical or vocational experts whose advice was obtained by or on behalf of the committee in connection with a claimant’s adverse benefit determination, without regard to whether the advice was relied upon in making the benefit determination, and (iii) a disability determination regarding the claimant presented by the claimant to the committee made by the Social Security Administration;

(vi)    if the determination is based on medical necessity or experimental treatment or similar exclusion or limit, either an explanation of the scientific or clinical judgment for the determination, applying the terms of the Plan to the relevant medical circumstances, or a statement that such explanation will be provided free of charge upon request; and

(vii)    either the specific internal rules, guidelines, protocols, standards or other similar criteria of the Plan relied upon in making the adverse benefit determination, or a statement that such rules, guidelines, protocols, standards, or other similar criteria of the Plan do not exist.

16.6.10    [Reserved].

16.6.11    [Reserved].

16.6.12    [Reserved].

16.6.13    [Reserved].

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16.6.14    [Reserved].

16.6.15    [Reserved].

16.6.16    [Reserved].

16.6.17    A claimant may not commence a judicial proceeding against any person, including the Committee, the Employer, the Board, the appeals review committee(s), or any other person or committee, with respect to a claim for benefits without first exhausting the claims procedures set forth in the preceding paragraphs. No suit or legal action contesting in whole or in part any denial of benefits under the Plan shall be commenced later than the earlier of (i) the first anniversary of (A) the date of the notice of the final decision on appeal, or (B) if the claimant fails to request any level of administrative review within the timeframe permitted under this Section 16.6, the deadline for requesting the next level of administrative review, and (ii) the last date on which such legal action could be commenced under the applicable statute of limitations under ERISA (including, for this purpose, any applicable state statute of limitations that applies under ERISA to such legal action).

16.6.18    A claimant has the right to request a written explanation of any violation of these claims procedures. The Committee will provide an explanation within 10 days of the request.

Section 17.    Miscellaneous Provisions

17.1    Set off. The Company may at any time offset a Participant’s Deferred Compensation Account by an amount up to $5,000 to collect the amount of any loan, cash advance, extension of other credit or other obligation of the Participant to the Employer that is then due and payable in accordance with the requirements of Section 409A of the Code.

17.2    Notices. Each Participant who is not in Service and each Beneficiary shall be responsible for furnishing the Company with the current address, and direct deposit information if desired, for the mailing of notices and benefit payments. Any notice required or permitted to be given to such Participant or Beneficiary shall be deemed given if directed to such address and mailed by regular United States mail, first class, postage prepaid. If any benefit distribution is rejected or returned to the Company, benefit payments will be suspended until the Participant or Beneficiary furnishes the proper information. This provision shall not be construed as requiring the mailing of any notice or notification otherwise permitted to be given by posting or by other publication.

17.3    Lost Distributees. A benefit shall be deemed forfeited if the Committee is unable to locate the Participant or Beneficiary to whom payment is due by the fifth anniversary of the date payment is to be made or commence; provided, that the deemed investment rate of return pursuant to Section 8.2 shall cease to be applied to the Participant’s account following the first anniversary of such date; provided further, however, that such benefit shall be reinstated if a

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valid claim is made by or on behalf of the Participant or Beneficiary for all or part of the forfeited benefit. The Company will be responsible for determining whether unclaimed property laws are applicable to forfeited benefits.

17.4    Reliance on Data. The Company and the Committee shall have the right to rely on any data provided by the Participant or by any Beneficiary. Representations of such data shall be binding upon any party seeking to claim a benefit through a Participant, and the Company and the Committee shall have no obligation to inquire into the accuracy of any representation made at any time by a Participant or Beneficiary.

17.5    Headings. The headings and subheadings of the Plan have been inserted for convenience of reference and are to be ignored in any construction of the provisions hereof.

17.6    Continuation of Employment. The establishment of the Plan shall not be construed as conferring any legal or other rights upon any Employee or any persons for continuation of employment, nor shall it interfere with the right of the Employer to discharge any Employee without regard to the effect thereof under the Plan.

17.7    Merger or Consolidation; Assumption of Plan. The Company shall not consolidate or merge into or with another corporation or entity, or transfer all or substantially all of its assets to another corporation, partnership, trust or other entity (a “Successor Entity”) unless such Successor Entity shall assume the rights, obligations and liabilities of the Company under the Plan and upon such assumption, the Successor Entity shall become obligated to perform the terms and conditions of the Plan. Nothing herein shall prohibit the assumption of the obligations and liabilities of the Company under the Plan by any Successor Entity.

17.8    Construction. The Company shall designate in the Adoption Agreement the state or commonwealth according to whose laws the provisions of the Plan shall be construed and enforced, except to the extent that such laws are superseded by ERISA and the applicable requirements of the Code.

17.9    Taxes. The Employer or other payor may withhold a benefit payment under the Plan or a Participant’s wages, or the Company may reduce a Participant’s Deferred Compensation Account balance, in order to meet any federal, state, or local or employment tax withholding obligations with respect to Plan benefits, as permitted under Section 409A of the Code. The Employer or other payor shall report Plan payments and other Plan-related information to the appropriate governmental agencies as required under applicable laws.

17.10    Administration Fees. Any Plan or Plan related fees related to the administration of the Plan shall be paid by the Company.

17.11    Savings Clause. To the extent that any of the provisions of the Plan are found by a court of competent jurisdiction to be illegal, invalid, or unenforceable for any reason, such provision shall be deleted, and the balance of the Plan shall not be affected.

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FORM OF

EVERUS CONSTRUCTION GROUP, INC. DEFERRED COMPENSATION PLAN

ADOPTION AGREEMENT

THIS AGREEMENT is the adoption by Everus Construction Group, Inc. (“Everus” or the “Company”) of the Everus Construction Group, Inc. Deferred Compensation Plan ("Plan") in connection with the distribution of all of the outstanding shares of Everus’s common stock to the stockholders of MDU Resources Group, Inc. (“MDU”) in 2024, pursuant to the Separation and Distribution Agreement between the Company and MDU entered into in connection with such distribution (the “Spin-Off”) and is effective as of [      ] (the “Effective Date”).

W I T N E S S E T H:

WHEREAS, in connection with the Spin-Off and pursuant to the terms of an Employee Matters Agreement entered into by and between the Company and MDU, the Company and the Plan assumed all the obligations and liabilities of MDU and its subsidiaries under the MDU Deferred Compensation Plan (the “MDU DCP”) with respect to SpinCo Group Employees and Former SpinCo Group Employees (as such terms are defined in the Employee Matters Agreement, and collectively referred to herein as “Everus Employees”) so that any benefits due under the MDU DCP with respect to Everus Employees or beneficiaries of Everus Employees will now be the responsibility of the Company and this Plan;

WHEREAS, the Company desires to adopt the Plan as an unfunded, nonqualified deferred compensation plan; and

WHEREAS, the provisions of the Plan are intended to comply with the requirements of Section 409A of the Code and the regulations thereunder and shall apply to amounts subject to section 409A; and

WHEREAS, the Company has been advised by Principal Life Insurance Company to obtain legal and tax advice from its professional advisors before adopting the Plan,

NOW, THEREFORE, the Company hereby adopts the Plan in accordance with the terms and conditions set forth in this Adoption Agreement:

ARTICLE I

Terms used in this Adoption Agreement shall have the same meaning as in the Plan, unless some other meaning is expressly herein set forth. The Company hereby represents and warrants that the Plan has been adopted by the Company upon proper authorization and the Company hereby elects to adopt the Plan for the benefit of its Participants as referred to in the Plan. By the execution of this Adoption Agreement, the Company, for itself and its subsidiaries, hereby agrees to be bound by the terms of the Plan.

Any benefits due under the MDU DCP with respect to Everus Employees or Beneficiaries of Everus Employees will now be the responsibility of the Company and this Plan. All service of a Everus Employee recognized under the MDU DCP shall be recognized under this Plan. All investment and distribution elections and designation of Beneficiaries made under the MDU DCP by a Everus Employee and in effect as of immediately prior to the Effective Date shall continue to apply and shall be administered under the Plan until such election or designation expires or is otherwise changed or revoked in accordance with the terms of the Plan. All valid domestic relations orders filed with the MDU DCP as of immediately prior to the Effective Date with respect to the benefits of a Everus Employee shall continue to apply under the Plan.

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ARTICLE II

The Employer hereby makes the following designations or elections for the purpose of the Plan:

2.6    Committee:    The duties of the Committee set forth in the Plan shall be satisfied by:

__    (a)    Company

    __    (b)    The administrative committee appointed by the Board to serve at the pleasure of the Board.

__    (c)    Board.

XX    (d)    Other (specify): The Compensation Committee of the Everus Construction

Group, Inc. Board of Directors, or its designee.

2.8    Compensation:    The "Compensation" of a Participant shall mean all of a Participant's:

XX    (a)    Base salary.

XX    (b)    Service Bonus.

XX Service Bonus earned from 1/1 – 12/31, paid on or around first quarter of the following Plan Year.

__    Service Bonus earned each calendar quarter, paid on or around the following calendar quarter.

__    Service Bonus with no defined earnings period (e.g.: a “spot bonus”)

XX    (c)    Performance-Based Compensation earned in a period of 12 months or more.

XX Performance Based Bonus earned from 1/1 – 12/31, paid on or around first quarter the following Plan Year and whose elections must be made no later than 6/30 of the Plan Year it is earned.

__    Performance Based Bonus earned from    , paid on or around __________ the following Plan Year and whose elections must be made no later than__________of the Plan Year it is earned.

__    (d)    Commissions.

XX    (e)    Compensation received as an Independent Contractor reportable on Form 1099.

__    (f)    Other:

2.9    Crediting Date: The Deferred Compensation Account of a Participant shall be credited as follows:

Participant Deferral Credits at the time designated below:

XX    (a)    On any business day as specified by the Employer.

__    (b)    Each pay day as reported by the Employer.

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__    (c)    The last business day of each payroll period during the Plan Year.

Employer Credits at the time designated below:

XX    (a)    On any business day as specified by the Employer.

2.13    Effective Date:

XX    (a)    This is a newly-established Plan, and the Effective Date is as defined in the preamble language to this Adoption Agreement.

.

__    (b)    This is an amendment of a plan named____________________dated

__________    and   governing all contributions   to   the   plan   through

_____________. The Effective Date of this amended Plan is___________.

2.20    Normal Retirement Age: The Normal Retirement Age of a Participant shall be:

(a)    Age 65.

__    (b)    The later of age   ______ or the   ______ anniversary of the participation

commencement date. The participation commencement date is the first day of the

first Plan Year in which the Participant commenced participation in the Plan.

__    (c)    Other:______________________________________.

2.23    Participating Employer(s): As of the Effective Date, the following Participating Employer(s) are parties to the Plan:

Name of Employer

EIN

Everus Construction Group, Inc. for itself and its subsidiaries

99-1952207

2.26    Plan: The name of the Plan is

Everus Construction Group, Inc. Deferred Compensation Plan.

2.28    Plan Year: The Plan Year shall end each year on the last day of the month of December.

2.30    Seniority Date: The date on which a Participant has:

__    (a)    Attained age ___.

__    (b)    Completed__ Years of Service from First Date of Service.

__    (c)    Attained age __and completed __Years of Service from First Date of Service.

XX    (d)    Not applicable – distribution elections for Separation from Service are not based on Seniority Date.

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4.1    Participant Deferral Credits: Subject to the limitations in Section 4.1 of the Plan, a Participant may elect to have his Compensation (as selected in Section 2.8 of this Adoption Agreement) deferred within the annual limits below by the following percentage or amount as designated in writing to the Committee:

XX    (a)    Base salary:

			minimum deferral:									%
			maximum deferral:						80			%

XX    (b)    Service Bonus:

XX    Service Bonus

			minimum deferral:									%
			maximum deferral:						100			%

XX    (c)    Performance-Based Compensation:

XX    Performance Based Bonus

			minimum deferral:									%
			maximum deferral:						100			%

__    (d)    Commissions:

minimum deferral:

%

maximum deferral:

%

XX    (e)    Form 1099 Compensation:

			minimum deferral:									%
			maximum deferral:						100			%

__    (f)    Other:

minimum deferral:

%

maximum deferral:

%

__    (g)    Participant deferrals not allowed.

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4.1.2    Participant Deferral Credits and Employer Credits – Election Period: Participant elections regarding Participant Deferral Credits and Employer Credits shall be subject to the following effective periods (one must be selected):

XX   (a)    Evergreen election. An election made by the Participant shall continue in effect for subsequent years until modified by the Participant as permitted in Section 4.1 and Section 4.2. (This option is not permitted if source year accounts are elected in Section 4.3).

__      (b)    Non-Evergreen election. Any election made by the Participant shall only remain in effect for the current election period and will then expire. An election for each subsequent year will be required as permitted in Sections 4.1 and 4.2.

4.2    Employer Credits: Employer Credits will be made in the following manner:

XX    (a)    Employer Credits 1 (Employer Discretionary Credits): The Employer may make discretionary credits to the Deferred Compensation Account of each Active Participant in an amount determined as follows:

XX    (i)    An amount determined each Plan Year by the Employer.

__    (ii)    Other:_______________________________________.

XX    (b)    Employer Credits 2 (Other Employer Credits): The Employer may make other credits to the Deferred Compensation Account of each Active Participant in an amount determined as follows:

XX    (i)    An amount determined each Plan Year by the Employer, if any, to allow for full funding of retirement contribution as described in Section 3.5(b) of the Everus Construction Group, Inc. 401(k) Retirement Plan (the“401(k) Plan”) when total contributions (inclusive of all participant deferrals and contributions as well as Employer contributions, if any) to the 401(k) Plan in any given plan year exceed the applicable IRS limit as set forth under Code Section 415 for the year in which such contributions are made.

__    (ii)    Other:__________________________________________________.

XX    (c)    Employer Credits 3 (Other Employer Credits): The Employer may make other credits to the Deferred Compensation Account of one or more Active Participants in an amount determined as follows:

XX    (i)    A discretionary amount determined by the Employer as part of an offer package to a new employee.

(ii)    Other:_______________________________________.

__    (d)    Employer Credits not allowed.

4.3    Deferred Compensation Account: The Participant is permitted to establish the following accounts:

XX    (a)    Non-source year account(s). Deferred Compensation Account(s) will not be established on a source year basis:

__    (i)    A Participant may establish only one account to be distributed upon Separation from Service. One set of payment options for that account is allowed as permitted in Section 7.1. Additional In-Service or Education accounts may be established as permitted in Section 5.4.

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XX    (ii)    A Participant may establish multiple accounts to be distributed upon Separation from Service. Each account may have one set of payment options as permitted in Section 7.1 Additional In-Service or Education accounts may be established as permitted in Section 5.4. If this multiple account option is elected, the Participant will also be required to elect Separation from Service payment options for each In-Service or Education account established.

__    (b) Source year account(s): Annual Deferred Compensation Account(s) will be established each year in which Participant Deferral Credits or Employer Credits are credited to the Participant. Only one account may be established each year for distribution upon Separation from Service. One set of payment options for that account is allowed as permitted in Section 7.1. Additional In-Service or Education accounts may be established for each source year as permitted in Section 5.4. If this option is selected, Evergreen elections as described in Section 4.1.2 are not permitted.

5.2    Disability of a Participant:

XX (a)    A Participant's becoming Disabled shall be a Qualifying Distribution Event and the Deferred Compensation Account shall be paid by the Employer as provided in Section 7.1.

__    (b)    A Participant becoming Disabled shall not be a Qualifying Distribution Event.

5.3    Death of a Participant: If the Participant dies while in Service, the Employer shall pay a benefit to the Beneficiary in an amount equal to the vested balance in the Deferred Compensation Account of the Participant determined as of the date payments to the Beneficiary commence, plus:

__    (a)    An amount to be determined by the Committee.

XX    (b)    No additional benefits.

5.4    In-Service or Education Distributions: In-Service and Education Accounts are permitted under the Plan:

XX    (a)    In-Service Accounts are allowed with respect to:

XX    Participant Deferral Credits only.

__    Employer Credits only.

__    Participant Deferral and Employer Credits.

In-service distributions may be made in the following manner:

XX    Single lump sum payment.

XX    Annual installments over a term certain not to exceed 5 years.

Education Accounts are allowed with respect to: Participant Deferral Credits only.

__    Employer Credits only.

__    Participant Deferral and Employer Credits.

Education Accounts distributions may be made in the following manner:

__    Single lump sum payment.

__    Annual installments over a term certain not to exceed years.

If applicable, amounts not vested at the time payments due under this Section cease will be:

__    Forfeited

6

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__    Distributed at Separation from Service if vested at that time

__    (b)    No In-Service or Education Distributions permitted.

5.5    Change in Control Event:

__    (a)    Participants may elect upon initial enrollment to have accounts distributed upon a Change in Control Event.

XX    (b)    A Change in Control shall not be a Qualifying Distribution Event.

5.6    Unforeseeable Emergency Event:

XX    (a)    Participants may apply to have accounts distributed upon an Unforeseeable Emergency event.

__    (b)    An Unforeseeable Emergency shall not be a Qualifying Distribution Event.

6.    Vesting: An Active Participant shall be vested in the Employer Credits made to the Deferred Compensation Account upon the first to occur of the following events:

___    (a)    Normal Retirement Age.

XX    (b)    Full vesting upon Death.

XX    (c)    Full vesting upon Disability.

XX    (d)    Full vesting upon separation from service with the Company (within the meaning of Code Section 409A) after attaining age sixty-five (65) and completing at least ten (10) “years of continuous service” with the Company.

XX    (e)    Involuntary separation from service with the Company within twelve (12) months of a “change in control” of the Participant’s direct Employer (within the meaning of Code Section 409A), then such Participant shall have a nonforfeitable (vested) right to 100% of the amounts credited to the Participant’s account(s).

XX    (f)

(I) Employer Credits 1 (Employer Discretionary Credits): Satisfaction of the vesting requirement as specified below:

__			(i)			Immediate 100% vesting.
__			(ii)			100% vesting after __ Years of Service.
__			(iii)			100% vesting at age __.
XX			(iv)			Number of Years                               Vested of Service                                          Percentage

Less than			1			0			%
			1			34			%
			2			67			%

7

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			3			100			%
			4			_____			%
			5			_____			%
			6			_____			%
			7			_____			%
			8			_____			%
			9			_____			%
			10 or more			_____			%

For this purpose, Years of Service of a Participant shall be calculated from the date designated below:

__			(1)			First day of Service.
__			(2)			Effective date of Plan participation.
XX			(3)			Each Crediting Date. Under this option (3), each Employer Credit shall vest based on the Years of Service of a Participant from the Crediting Date on which each Employer Credit is made to his or her Deferred Compensation Account.

(II) Employer Credits 2 (Other Employer Credits): Satisfaction of the vesting requirement as specified below:

XX			(i)			Immediate 100% vesting.
__			(ii)			100% vesting after Years of Service.
__			(iii)			100% vesting at age .
__			(iv)			Number of Years                               Vested of Service                                          Percentage

Less than			1			____			%
			1			____			%
			2			____			%
			3			____			%
			4			____			%
			5			____			%
			6			____			%

For this purpose, Years of Service of a Participant shall be calculated from the date designated below:

__			(1)			First day of Service.
__			(2)			Effective date of Plan participation.

8

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__			(3)			Each Crediting Date. Under this option (3), each Employer Credit shall vest based on the Years of Service of a Participant from the Crediting Date on which each Employer Discretionary Credit is made to his or her Deferred Compensation Account.

(III) Employer Credits 3 (Other Employer Credits): Satisfaction of the vesting requirement as specified below:

__			(i)			Immediate 100% vesting.
__			(ii)			100% vesting after Years of Service.
__			(iii)			100% vesting at age __.
XX			(iv)			Number of Years                               Vested of Service                                          Percentage

Less than			1			0			%
			1			34			%
			2			67			%
			3			100			%
			4			_____			%
			5			_____			%
			6			_____			%
			7			_____			%
			8			_____			%
			9			_____			%
			10 or more			_____			%

For this purpose, Years of Service of a Participant shall be calculated from the date designated below:

XX			(1)			First day of Service.
__			(2)			Effective date of Plan participation.
__			(3)			Each Crediting Date. Under this option (3), each Employer Credit shall vest based on the Years of Service of a Participant from the Crediting Date on which each Employer Credit is made to his or her Deferred Compensation Account.

7.1    Payment Options: Any benefit payable under the Plan upon a permitted Qualifying Distribution Event may be made to the Participant or his Beneficiary (as applicable) in any of the following payment forms, as selected by the Participant in the Participation Agreement:

(a)    Separation from Service (Seniority Date is Not Applicable)

XX    (i)    A lump sum.

9

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XX    (ii)    Annual installments over a term certain as elected by the Participant not to exceed 10 years.

(b)    Separation from Service prior to Seniority Date (If Applicable)

__    (i)    A lump sum.

XX    (ii)    Not Applicable

(c)    Separation from Service on or After Seniority Date (If Applicable)

__    (i)    A lump sum.

__    (ii)    Annual installments over a term certain as elected by the Participant not to exceed___ years.

XX    (iii)    Not Applicable

(d)    Separation from Service Upon a Change in Control Event

XX    (i)    A lump sum.

(e)    Death

XX    (i)    A lump sum.

__    (ii)    Annual installments over a term certain as elected by the Participant not to exceed___ years.

(f)    Disability

XX    (i)    A lump sum.

XX    (ii)    Annual installments over a term certain as elected by the Participant not to exceed 10 years.

__    (iii)    Not applicable.

If applicable, amounts not vested at the time payments due under this Section cease will be:

__    Forfeited

__    Distributed at Separation from Service if vested at that time

(g)    Change in Control Event

__    (i)    A lump sum.

XX    (ii)    Not Applicable

If applicable, amounts not vested at the time payments due under this Section cease will be:

__    Forfeited

__    Distributed at Separation from Service if vested at that time

7.4    De Minimis Amounts.

XX (a) Notwithstanding any payment election made by the Participant, the vested balance in all Deferred Compensation Account(s) of the Participant will be distributed in a single

10

---

lump sum payment at the time designated under the Plan if at the time of a permitted Qualifying Distribution Event that is either a Separation from Service, death, Disability (if applicable) or Change in Control Event (if applicable) the vested balance does not exceed $50,000. In addition, the Employer may distribute a Participant's vested balance in all Deferred Compensation Account(s) of the Participant at any time if the balance does not exceed the limit in Section 402(g)(1)(B) of the Code and results in the termination of the Participant's entire interest in the Plan and any other Employer plan subject to aggregation under Section 409A of the Code.

__     (b)    There shall be no pre-determined de minimis amount under the Plan; however, the Employer may distribute a Participant's vested balance at any time if the balance does not exceed the limit in Section 402(g)(1)(B) of the Code and results in the termination of the Participant's entire interest in the Plan and any other Employer plan subject to aggregation under Section 409A of the Code.

10.1    Contractual Liability: Liability for payments under the Plan shall be the responsibility of the:

XX    (a)    Company.

__    (b)    Employer or Participating Employer who employed the Participant when amounts were deferred.

14. Amendment and Termination of Plan: Notwithstanding any provision in this Adoption Agreement or the Plan to the contrary, Section____________of the Plan shall be amended to read as provided in attached Exhibit____________

XX    There are no amendments to the Plan.

17.8 Construction: The provisions of the Plan shall be construed and enforced according to the laws of the State of North Dakota, except to the extent that such laws are superseded by ERISA and the applicable provisions of the Code.

IN WITNESS WHEREOF, this Agreement has been executed as of the day and year stated below.

Everus Construction Group, Inc.

Name of Employer

By

Authorized Person

Date:

11

Exhibit 10.9

INTERNAL CORRESPONDENCE			LOCATION			MDU Resources Group
			DATE			July 11, 2024
			WRITER			Nicole A. Kivisto
			SUBJECT			Offer President & CEO - Everus

CONFIDENTIAL

Jeffrey S. Thiede

As you know, MDUR is planning a spinoff of Everus to its shareholders (Spinoff) which, upon completion would result in Everus becoming an independent publicly traded company. I am excited to have you as part of its management and in anticipation of the Spinoff have outlined the following offer of employment.

Title: President and Chief Executive Officer, Everus Construction Group. In this role, upon completion of the Spinoff, you will become a Section 16 officer of Everus.

Reporting Relationship: This position will report to the Everus Board of Directors and will be the head of the Everus leadership team.

Salary Grade and Base Salary: Effective as of and subject to the occurrence of the Spinoff, your salary Grade will be “S” and your base salary will increase from $575,000 to $850,000.

Stock Ownership Guidelines: Once the Spinoff occurs, as a senior member of management, you will be required to comply with the executive stock ownership guidelines adopted by Everus. Our expectation is that you retain shares paid to you under the LTIP until the stock ownership requirement has been met.

Annual Incentive/Executive Incentive Compensation Plan (EICP): You will be eligible for prorated participation in the 2024 Everus EICP based on your promotion date through the end of the year. Effective as of, and subject to the occurrence of the Spinoff, your annual incentive target in accordance with the new compensation market study performed by Meridian, will increase from 75% of base salary to 110% of base salary. Your 2024 annual incentive will be prorated based on the number of days worked in each of your roles.

Long-Term Performance-Based Incentive Plan (LTIP):

On February 15, you were granted a restricted stock unit award of 55,260 shares of MDU Resources Group, Inc. common stock based on a value of a $1,071,500 LTIP target ($977,500 LTIP target plus $94,000 associated with work completed for the CSG strategic review). These restricted stock units vest over a 3-year period ending December 31, 2026. Upon the Spinoff, the MDU shares will be converted to Everus restricted stock units based on a conversion rate of the pre-spin price of MDU Resources stock to the post-spin price of Everus stock.

If the Spinoff occurs in 2024, then for 2025 your annual LTIP target grant value of awards will increase from 170% of base and will now be based on 300% of your base salary. The 2025 LTIP awards are expected to be granted in February 2025, subject to your continued employment with Everus through the grant date. The type, terms and conditions of these awards are expected to be determined by the Everus Compensation Committee.

Non-Qualified Deferred Compensation Plan (DCP): The MDU Resources Group, Inc. board of directors approved the employer contribution to your account under this plan of $100,000 for 2024. Future contributions to the corresponding Everus Construction Group plan will be addressed by the Everus Compensation Committee.

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Change in Control: Your participation in the MDU Resources Change of Control Severance Plan will cease upon the Spinoff.

Plan Modifications: It is important to note that this offer summarizes the current structure of various plans and that the structure of these plans may change and there may be new or removed programs into the future.

The above information is for overview purposes, and the specific terms and conditions of each program is outlined in the appropriate plan documents and/or award agreements. This memo is not a contract of employment for any specified period. The employment relationship can be terminated by you or the company at any time, for any reason, with or without notice.

Jeff, congratulations on your new and well-deserved role as President and CEO of Everus Construction Group.

/s/ Nicole A. Kivisto
Nicole A. Kivisto

Please acknowledge your acceptance by signing and dating the document below:

Agreed to and accepted as described above:

/s/ Jeffrey S. Thiede						July 11, 2024
Jeffrey S. Thiede						Date

Cc: Human Resources – MDUR/Everus

Exhibit 10.10

INTERNAL CORRESPONDENCE			LOCATION			Everus Construction Group
			DATE			August 15, 2024
			WRITER			Jeffrey S. Thiede
			SUBJECT			Offer EVP & Chief Operating Officer - Everus

CONFIDENTIAL

Thomas D. Nosbusch

As you know, MDUR is planning a spinoff of Everus to its shareholders (Spinoff) which, upon completion would result in Everus becoming an independent publicly traded company. I am excited to have you as part of its management and in anticipation of the Spinoff have outlined the following offer of employment.

Title: Executive Vice President and Chief Operating Officer, Everus Construction Group. In this role, upon completion of the Spinoff, you will become a Section 16 officer of Everus.

Reporting Relationship: This position will report to me, the president and CEO of Everus and will be a member of the Everus leadership team.

Salary Grade and Base Salary: Effective as of and subject to the occurrence of the Spinoff, your salary Grade will be “R” and your base salary will increase from $400,000 to $550,000.

Stock Ownership Guidelines: Once the Spinoff occurs, as a senior member of management, you will be required to comply with the executive stock ownership guidelines adopted by Everus. Our expectation is that you retain shares paid to you under the LTIP until the stock ownership requirement has been met.

Annual Incentive/Executive Incentive Compensation Plan (EICP): You will be eligible for prorated participation in the 2024 Everus EICP based on your promotion date through the end of the year. Effective as of, and subject to the occurrence of the Spinoff, your annual incentive target in accordance with the new compensation market study performed by Meridian, will increase from 50% of base salary to 90% of base salary. Your 2024 annual incentive will be prorated based on the number of days worked in each of your roles.

Long-Term Performance-Based Incentive Plan (LTIP):

On February 15, you were granted a restricted stock unit award of 15,678 shares of MDU Resources Group, Inc. common stock based on a value of a $304,000 LTIP target. These restricted stock units vest over a 3-year period ending December 31, 2026. Upon the Spinoff, the MDU shares will be converted to Everus restricted stock units based on a conversion rate of the pre-spin price of MDU Resources stock to the post-spin price of Everus stock.

If the Spinoff occurs in 2024, then for 2025 your annual LTIP target grant value of awards will be increased from 80% of your base salary to 150% of your base salary. The 2025 LTIP awards are expected to be granted in February 2025, subject to your continued employment with Everus through the grant date. The type, terms and conditions of these awards are expected to be determined by the Everus Compensation Committee.

Non-Qualified Deferred Compensation Plan (DCP): The MDU Resources Group, Inc. board of directors approved the employer contribution to your account under this plan of $38,000 for 2024. Future contributions to the corresponding Everus Construction Group plan will be addressed by the Everus Compensation Committee.

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Change in Control: Your participation in the MDU Resources Change of Control Severance Plan will cease upon the Spinoff.

Plan Modifications: It is important to note that this offer summarizes the current structure of various plans and that the structure of these plans may change and there may be new or removed programs into the future.

The above information is for overview purposes, and the specific terms and conditions of each program is outlined in the appropriate plan documents and/or award agreements. This memo is not a contract of employment for any specified period. The employment relationship can be terminated by you or the company at any time, for any reason, with or without notice.

Tom, congratulations on your new and well-deserved role as Chief Operating Officer of Everus Construction Group.

/s/ Jeffrey S. Thiede
Jeffrey S. Thiede

Please acknowledge your acceptance by signing and dating the document below:

Agreed to and accepted as described above:

/s/ Thomas D. Nosbusch						August 15, 2024
Thomas D. Nosbusch						Date

Cc: Human Resources – MDUR/Everus

Exhibit 10.11

July 11, 2024

Maximillian Marcy

2100 West 108th Street

Bloomington, MN 55431

Dear Max:

Thank you for your time discussing your background with the Everus Construction Group (Everus) and MDU Resources Group (MDUR) team members. As you know, MDUR is planning a spinoff of Everus to its shareholders (Spinoff) which, upon completion, would result in Everus becoming an independent publicly traded company. We are excited to have you join our management team in anticipation of the Spinoff and have outlined the following offer of employment:

Title: Vice President, Chief Financial Officer & Treasurer (CFO), Everus Construction Group. While at the date of hire you will not be a Section 16 officer of MDUR, you will become a Section 16 officer of Everus upon completion of the spinoff.

Hire Date: August 12, 2024.

Reporting Relationship: This position will report to the President and CEO of Everus and be a member of the Everus leadership team.

Work Location: Bismarck, North Dakota

Duties: As CFO at Everus you will perform such duties as the CEO of Everus may require consistent with those customarily performed by a CFO. You agree to devote your entire working time and energy to your role with Everus.

Annual Base Salary: Your annualized base salary will be $438,000 for each of 2024 and 2025 and will be paid in accordance with the regular payroll practice of Everus as in effect from time to time.

Annual Incentive (Executive Incentive Compensation Plan – EICP): You will be eligible for prorated participation in the 2024 Everus EICP based on your start date of August 12th through end of year. Your target amount is 80% of your base salary ($350,400) which will then be prorated to the number of days worked at Everus during 2024, subject to the achievement of performance measures set for Everus and provided as a separate document. Based on the proration of August 12 to the end of 2024, the EICP would allow you to achieve from 0% to 250% of your annual incentive target or $0 to $339,869, depending on Everus’ performance results.

Long-Term Performance-Based Incentive Plan (LTIP): If the Spinoff occurs in 2024, then for the 2025-2027 award cycle, your annual target grant value of LTIP awards will be based on 150% of base salary ($657,000). LTIP awards are expected to be granted in February 2025, subject to your continued employment with Everus through the grant date. The type, terms and conditions of these awards are expected to be determined by the Everus Compensation Committee.

Stock Ownership Requirement: Once the Spinoff occurs, as a senior member of management, you will be required to comply with the executive stock ownership guidelines adopted by Everus. Our expectation is that you retain shares paid to you under the LTIP until the stock ownership requirement has been met.

Non-Qualified Deferred Contribution Plan (DCP): We are currently, in process to separate the Everus DCP from the MDUR plan. Therefore, as soon as administratively feasible, you will receive a $100,000

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contribution to your DCP in 2024. The program will vest 1/3 of the award each year on the anniversary of your date of hire, even if the contribution is delayed in any way.

Additionally, unless otherwise determined by the Everus Compensation Committee, if the Spinoff occurs in 2024, you are expected to receive a company contribution in 2025 to the DCP based on 10% of your base salary ($43,800).

It is expected that this program will also provide the ability for employees to elect to defer a portion of their base salary and/or EICP during an annual enrollment period.

Employee Benefits: You will participate in Everus employee benefit programs as outlined in the attached summary.

Vacation: You will receive 10 days of vacation in your vacation balance. Additionally, we will enter you into our vacation program with an accrual level equivalent to 20 years of service. Our plan allows you to carry over vacation annually equivalent to 2x your service level balance.

Relocation Bonus: We are offering you a relocation bonus of $100,000 (before applicable taxes). Your relocation to Bismarck, ND, must be completed within 180 calendar days of your start date. Although this bonus will be paid on your first paycheck, it is conditional upon your successful completion of one year of employment with the Company. Therefore, if you voluntarily leave our employment prior to your first anniversary of employment, the bonus must be reimbursed. By signing this agreement, you hereby authorize us to deduct as much of the repayment as possible from your final paychecks with the balance owing in 30 days.

If you have not secured a personal residence prior to your start date, the Company will also pay for your reasonable expenses for temporary lodging and meals for up to 180 calendar days after your start date. Please note that there may be tax consequences related to reimbursement of these expenses.

Change in Control: You have been approved for participation in the MDU Resources Change in Control Plan at Tier 3; which is the equivalent of 1.5x your annual base salary and target annual incentive plus other benefits should a change in control occur prior to spin. Your participation in the MDU Resources plan will end upon the Spinoff. If Everus establishes a change in control severance program after the Spinoff, you would participate in such plan in accordance with its terms.

Anticipated Spinoff: As discussed, you are being hired in anticipation of the Spinoff and with the expectation that you will serve as the CFO of Everus as an independent public company. It is currently expected that the Spinoff will be completed in late 2024, but the Spinoff remains subject to approval of the MDUR Board of Directors. If the Spinoff is temporarily delayed, it is expected that you will remain an employee of Everus until the Spinoff is completed. If the MDUR Board of Directors decides not to proceed with the Spinoff and, for that reason, your position is eliminated, then you will receive a one-time cash lump severance payment of $675,000, contingent on you signing and not revoking a separation agreement and general release of claims in the form provided to you by Everus.

Background Check and Drug Testing: This offer letter is contingent upon completion of a clear background check and drug test. You will receive an email from First Advantage with information for the completion of the background check release. You will also receive an email from Concentra with the steps for the completion of your drug test. If you have any questions regarding these processes, please work directly with Britney Hendricks at 701/221-6411.

Plan Modifications: It is important to note that this offer summarizes the current structure of various plans. As we move toward the Spinoff and beyond, it is important to note that the structure of these plans may change and there may be new or removed programs into the future.

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Again, we are excited to have you join the Everus team and look forward to our mutual successes and accomplishments!

Sincerely,

/s/ Jeff Thiede

Jeff Thiede

President and Chief Executive Officer

Everus Construction Group

I agree to the terms of employment as described above:

/s Maximillian J Marcy						July 15, 2024
						Date

Attachments:			2024 Everus Annual Incentive Performance Measures
			Vacation Policy
			Summary of Employee Benefits
			MDUR Change in Control Plan and Acceptance Document for signature and return to MDUR.

Cc: Human Resources

Exhibit 10.12

INTERNAL CORRESPONDENCE			LOCATION			Everus Construction Group
			DATE			July 11, 2024
			WRITER			Jeffrey S. Thiede
			SUBJECT			Offer VP, CLO & Corp Sec - Everus

CONFIDENTIAL

Paul R. Sanderson

As you know, MDUR is planning a spinoff of Everus to its shareholders (Spinoff) which, upon completion would result in Everus becoming an independent publicly traded company. I am excited to have you as part of its management and in anticipation of the Spinoff have outlined the following offer of employment.

Title: Vice President, Chief Legal Officer and Corporate Secretary, Everus Construction Group. This role is effective immediately prior to the Spinoff unless otherwise agreed upon with MDUR. Upon completion of the Spinoff, you will become a Section 16 officer of Everus.

Reporting Relationship: This position will report to me, the president and CEO of Everus and will be a member of the Everus leadership team.

Salary Grade and Base Salary: Effective as of the day prior to, and subject to the occurrence of, the Spinoff, your salary Grade will be “P” and your base salary will increase from $412,000 to $435,000.

Stock Ownership Guidelines: Once the Spinoff occurs, as a senior member of management, you will be required to comply with the executive stock ownership guidelines adopted by Everus. Our expectation is that you retain shares paid to you under the LTIP until the stock ownership requirement has been met.

Annual Incentive/Executive Incentive Compensation Plan (EICP): You will be eligible for prorated participation in the 2024 Everus EICP based on your promotion date through the end of the year. Effective as of the day prior to (unless otherwise agreed upon with MDUR), and subject to the occurrence of the Spinoff, your annual incentive target in accordance with the new compensation market study performed by Meridian, will increase from 60% of base salary to 70% of base salary. Your 2024 annual incentive will be prorated based on the number of days worked in each of your roles.

Long-Term Performance-Based Incentive Plan (LTIP):

On February 15, you were granted a restricted stock unit award of 21,248 shares of MDU Resources Group, Inc. common stock based on a value of a $412,000 LTIP target. These restricted stock units vest over a 3-year period ending December 31, 2026. Upon the Spinoff, the MDU shares will be converted to Everus restricted stock units based on a conversion rate of the pre-spin price of MDU Resources stock to the post-spin price of Everus stock.

If the Spinoff occurs in 2024, then for 2025 your annual LTIP target grant value of awards will increase from 100% of your base salary to 110% of your base salary. The 2025 LTIP awards are expected to be granted in February 2025, subject to your continued employment with Everus through the grant date. The type, terms and conditions of these awards are expected to be determined by the Everus Compensation Committee.

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Non-Qualified Deferred Compensation Plan (DCP): The MDU Resources Group, Inc. board of directors approved the employer contribution to your account under this plan of $41,200 for 2024. Future contributions to the corresponding Everus Construction Group plan will be addressed by the Everus Compensation Committee.

Change in Control: Your participation in the MDU Resources Change of Control Severance Plan will cease upon the Spinoff.

Plan Modifications: It is important to note that this offer summarizes the current structure of various plans and that the structure of these plans may change and there may be new or removed programs into the future.

Anticipated Spinoff: As discussed, you are being hired in anticipation of the Spinoff and with the expectation that you will serve as the CLO & Corporate Secretary of Everus as an independent public company. It is currently expected that the Spinoff will be completed in late 2024, but the Spinoff remains subject to approval of the MDUR Board of Directors. If the Spinoff is temporarily delayed, it is expected that you will remain an employee of Everus until the Spinoff is completed. If the MDUR Board of Directors decides not to proceed with the Spinoff and, for that reason, your position is eliminated, then you will receive a one-time cash lump severance payment of $870,000 contingent on you signing and not revoking a separation agreement and general release of claims in the form provided to you by Everus.

The above information is for overview purposes, and the specific terms and conditions of each program is outlined in the appropriate plan documents and/or award agreements. This memo is not a contract of employment for any specified period. The employment relationship can be terminated by you or the company at any time, for any reason, with or without notice.

Paul, congratulations on your new and well-deserved role as Chief Legal Officer and Corporate Secretary of Everus Construction Group.

/s/ Jeffrey S. Thiede
Jeffrey S. Thiede

Please acknowledge your acceptance by signing and dating the document below:

Agreed to and accepted as described above:

/s/ Paul R. Sanderson						July 12, 2024
Paul R. Sanderson						Date

Cc: Human Resources – MDUR/Everus

Exhibit 10.13

INTERNAL CORRESPONDENCE			LOCATION			Everus Construction Group
			DATE			July 11, 2024
			WRITER			Jeffrey S. Thiede
			SUBJECT			Offer – VP & Chief Accounting Officer - Everus

CONFIDENTIAL

Jon B. Hunke

As you know, MDUR is planning a spinoff of Everus to its shareholders (Spinoff) which, upon completion, would result in Everus becoming an independent publicly traded company. I am excited to have you as part of its management and in anticipation of the Spinoff have outlined the following offer of employment.

Title: Vice President & Chief Accounting Officer (CAO), Everus Construction Group. In this role, upon completion of the Spinoff, you will become a Section 16 officer of Everus.

Reporting Relationship: This position will report to the Chief Financial Officer (CFO) of Everus and be a member of the Everus leadership team.

Salary Grade and Base Salary: Effective as of and subject to the occurrence of the Spinoff, your salary Grade will be “M” and your base salary will increase from $260,000 to $325,000.

Stock Ownership Guidelines: Once the Spinoff occurs, as a senior member of management, you will be required to comply with the executive stock ownership guidelines adopted by Everus. Our expectation is that you retain shares paid to you under the LTIP until the stock ownership requirement has been met.

Annual Incentive/Executive Incentive Compensation Plan (EICP): You will be eligible for prorated participation in the 2024 Everus EICP based on your promotion date through end of year. Effective as of, and subject to the occurrence of the Spinoff, your current annual incentive target, in accordance with the new compensation market study performed by Meridian, will change from 45% to 40% of base salary. Your 2024 annual incentive will be prorated out based on the number of days worked in each of your roles.

Long-Term Performance-Based Incentive Plan (LTIP):

On February 15, you were granted a restricted stock unit award of 6,704 shares of MDU Resources Group, Inc. common stock based on a value of a $130,000 LTIP target. These restricted stock units vest over a 3-year period ending December 31, 2026. Upon the Spinoff, the MDU shares will be converted to Everus restricted stock units based on a conversion rate of the pre-spin price of MDU Resources stock to the post-spin price of Everus stock.

If the Spinoff occurs in 2024, then for 2025 your annual LTIP target grant value of awards will increase from 50% of your base salary to 60% of your base salary. The 2025 LTIP awards are expected to be granted in February 2025, subject to your continued employment with Everus through the grant date. The type, terms and conditions of these awards are expected to be determined by the Everus Compensation Committee.

Non-Qualified Deferred Contribution Plan (DCP): The MDU Resources Group, Inc. board of directors approved the employer contribution to your account under this plan of $26,000 for 2024. Future

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contributions to the corresponding Everus Construction Group plan will be addressed by the Everus Compensation Committee.

Change in Control: Your participation in the MDU Resources Change in Control Severance Plan will cease upon the Spinoff.

Plan Modifications: It is important to note that this offer summarizes the current structure of various plans and that the structure of these plans may change and there may be new or removed programs into the future.

The above information is for overview purposes, and the specific terms and conditions of each program is outlined in the appropriate plan documents and/or award agreements. This memo is not a contract of employment for any specified period. The employment relationship can be terminated by you or the company at any time, for any reason, with or without notice.

Jon, congratulations on your new and well-deserved role as Chief Accounting Officer of Everus Construction Group.

/s/ Jeffrey S. Thiede

Jeffrey S. Thiede

Please acknowledge your acceptance by signing and dating the document below:

Agreed to and accepted as described above:

/s/ Jon B. Hunke						July 12, 2024
Jon B. Hunke						Date

Cc: Human Resources – MDUR/Everus

Exhibit 10.14

July 11, 2024

Re: Retention Bonus

Dear Jon Hunke:

Upon completion of the planned tax-advantaged separation of Everus Construction Group (“Everus”) from MDU Resources Group, Inc., your continued service and dedication to Everus is essential. Therefore, Everus would like to offer you a retention bonus to incentivize you to continue to support the transition of enterprise information technology systems and services from MDU Resources Group to Everus.

In recognition of your continued service with Everus through December 31, 2025 (the “Retention Period”), Everus is offering you a retention bonus in the amount of $50,000.00, less all applicable withholdings and deductions required by law (the “Retention Bonus”).

You will be eligible to receive the Retention Bonus if all the following eligibility criteria are satisfied:

1.You support the Everus Vice President of Technology by providing assistance, where requested, to ensure the successful transition, as determined in Everus’ sole discretion, of enterprise information technology systems and services from MDU Resources Group to Everus;

2.You support the Everus Chief Financial Officer as requested in achieving its desired business objectives, as determined in Everus’ sole discretion;

3.You are actively employed by Everus on the last day of the Retention Period; and

4.You have not given notice of your intent to terminate your employment on or before the last day of the Retention Period.

Your Retention Bonus will be paid in one lump sum cash payment on the final scheduled pay date after the end of the Retention Period, if all eligibility criteria have been met on the last day of the Retention Period.

Your employment with Everus remains at-will, meaning both you and Everus may terminate the employment relationship at any time, with or without cause, and with or without notice. Please be advised, this agreement is in no way intended as a notice of any intent to terminate your employment with Everus now or in the future.

This agreement is intended to comply with, or be exempt from, Section 409A of the Internal Revenue Code of 1986, as amended and shall be construed and administered in accordance with this Section. This agreement and all related documents shall be governed and construed in accordance with the laws of the State of North Dakota.

As a part of this agreement, you are to keep the terms of this agreement strictly confidential. Please sign and date this agreement and return the signed copy to Britney Hendricks in Human Resources as soon as possible, but no later than 48 hours from receipt of the agreement.

We look forward to your continued employment and contributions to Everus.

Sincerely,

/s/ Jeffrey S. Thiede
Jeffrey S. Thiede
President & CEO

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Agreed to and accepted by:

/s/ Jon Hunke
Jon Hunke

Date:			July 12, 2024

Exhibit 10.15

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (this “Agreement”) dated [    ], by and between Everus Construction Group, Inc., a Delaware corporation (the “Company”), and [   ], an individual (the “Indemnitee”).

Recitals

WHEREAS, it is essential to the Company to retain and attract as directors and officers the most capable persons available;

WHEREAS, the Indemnitee is a director and/or officer of the Company and may be a director and/or officer of one or more Affiliates (as defined below) thereof;

WHEREAS, the Company is authorized by Section 145 of the Delaware General Corporation Law (the “DGCL”) to indemnify its officers, directors, employees and agents by agreement and to indemnify persons who serve, at the request of the Company, as the directors, officers, employees or agents of other corporations or enterprises, and DGCL Section 145 expressly provides that the indemnification provided by, or granted pursuant to, that section is not exclusive;

WHEREAS, Article 10 of the Company’s Amended and Restated Bylaws (the “Bylaws”) and Article 9 of the Company’s Amended and Restated Certificate of Incorporation (the “Certificate”) (i) provide for indemnification of, and advancement of expenses by the Company to, its directors and officers to the fullest extent permitted under applicable law, (ii) expressly provide that the indemnification provisions set forth therein are not exclusive and (iii) contemplate that contracts may be entered into between the Company and its directors and officers with respect to indemnification;

WHEREAS, Article 8 of the Certificate provides that, to the fullest extent permitted by the DGCL, no director or officer of the Company shall be liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director or officer; [and]

WHEREAS, in recognition of the Indemnitee’s desire for (i) substantial protection against personal liability, (ii) specific contractual assurance that indemnification will be available to the Indemnitee, regardless of any amendment or revocation of the Bylaws, any change in the composition of the Company’s Board of Directors (the “Board”) or any Change in Control (as defined below) and (iii) an inducement to provide services to the Company or any of its Affiliates as a director and/or officer, the Company wishes to provide in this Agreement for the indemnification of, and the advancement of expenses to, the Indemnitee to the fullest extent permitted under applicable law and as set forth in this Agreement, and, to the extent directors’ and officers’ liability insurance is maintained by the Company, for the continued coverage of the Indemnitee under such insurance policies[;

WHEREAS, 10 Del. C. Section 3114(b) provides that every nonresident of the State of Delaware who is appointed as an officer of the Company is deemed to have consented to the

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appointment of the registered agent of the Company for service of process in proceedings brought in Delaware in which such officer is a necessary or proper party or in any action against such officer for violation of a duty in such capacity;

WHEREAS, the term “officer” as defined by 10 Del. C. Section 3114(b) means an officer of the Company who (i) is or was the president, chief executive officer, chief operating officer, chief financial officer, chief legal officer, controller, treasurer or chief accounting officer of the Company at any time during the course of conduct alleged in the action or proceeding to be wrongful, (ii) is or was identified in the Company’s public filings with the Securities and Exchange Commission because such person is or was one of the most highly compensated executive officers of the Company at any time during the course of conduct alleged in the action or proceeding to be wrongful or (iii) has, by written agreement with the Company, consented to be identified as an “officer” for purposes of 10 Del. C. Section 3114(b); and

WHEREAS, the Indemnitee wishes to consent to be identified as an “officer” for purposes of 10 Del. C. Section 3114(b), regardless of whether Indemnitee would otherwise fall within the definition of “officer” set forth in that section.][Insert these clauses if the Indemnitee is an officer of the Company.]

NOW, THEREFORE, in consideration of the premises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Indemnitee hereby agree as follows:

ARTICLE 1

CERTAIN DEFINITIONS

Capitalized terms used in this Agreement have the meanings set forth below:

“Affiliate” means any Enterprise directly or indirectly controlling or controlled by or under direct or indirect common control with the Company. For purposes of this definition, “control” when used with respect to any Enterprise means the power to direct the management and policies of such Enterprise, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Board” has the meaning ascribed to that term in the Recitals.

“Bylaws” has the meaning ascribed to that term in the Recitals.

“Certificate” has the meaning ascribed to that term in the Recitals.

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“Change in Control” shall be deemed to occur upon the earliest to occur after the date of this Agreement of any of the following events:

(a) the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (i) the then-outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (ii) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (a), the following acquisitions shall not constitute a Change in Control: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (iv) any acquisition by any Person pursuant to a transaction which complies with clauses (i), (ii) and (iii) of subsection (c) of this definition; or

(b) individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or the actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board;

(c) the consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), in each case, unless, following such Business Combination, (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 60% of, respectively, the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (ii) no Person (excluding any entity resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such entity resulting from such Business Combination) beneficially owns, directly or

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indirectly, 20% or more of, respectively, the then-outstanding shares of common stock of the entity resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such entity except to the extent that such ownership existed prior to the Business Combination and (iii) at least a majority of the members of the board of directors (or equivalent) of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or

(d) approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.

For the avoidance of doubt, unless otherwise determined by the Board, the sale of a subsidiary, operating entity or business unit of the Company shall not constitute a Change in Control for purposes of this Agreement.

“Corporate Status” means the status of a person who is or was a director or officer or employee or agent of the Company or a director, officer, employee, partner, member, manager, trustee, fiduciary or agent of an Enterprise at which such person is or was serving at the request of the Company. The Indemnitee will be deemed, for purposes of this Agreement, to be serving or to have served “at the request of the Company” as a director, officer, employee, partner, member, manager, trustee, fiduciary or agent of an Enterprise if the Indemnitee is or was serving as a director, officer, employee, partner, member, manager, trustee, fiduciary or agent of such Enterprise and (a) such Enterprise is or at the time of such service was an Affiliate, (b) such Enterprise is or at the time of such service was an employee benefit plan or related trust sponsored or maintained by the Company or an Affiliate or (c) the Company or an Affiliate directly or indirectly caused the Indemnitee to be nominated, elected, appointed, designated, employed, engaged or selected to serve in such capacity. References to “serving at the request of the Company” include any service as a director, officer, employee, partner, member, manager, trustee, fiduciary or agent of the Company which imposes duties on, or involves services by, such director, officer, employee, partner, member, manager, trustee, fiduciary or agent with respect to any employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner the person reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan will be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to under applicable law or in this Agreement.

“DGCL” has the meaning ascribed to that term in the Recitals.

“Disinterested Director” means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by the Indemnitee.

“D&O Insurance Policies” has the meaning ascribed to that term in Section 6.1.

“Enterprise” means an entity other than the Company that is a corporation, partnership, limited liability company, joint stock company, association, joint venture, business trust,

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employee benefit plan, trust, incorporated association or any other legal entity or enterprise of whatever nature.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Expense Advance” has the meaning ascribed to that term in Section 3.1.

“Expenses” shall be broadly construed and shall include all attorneys’ fees, disbursements and retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, food and lodging expenses, duplicating costs, printing and binding costs, telephone charges, postage, fax transmission charges, secretarial services, delivery service fees and all other disbursements or expenses actually and reasonably incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in, a Proceeding, or in connection with seeking indemnification under this Agreement. Expenses also include Expenses actually and reasonably incurred in connection with any appeal resulting from any Proceeding, including the premium, security for, and other costs relating to any appeal bond or its equivalent. Expenses will also include any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payment, whether in respect of an Expense or a Loss, under this Agreement. Expenses, however, shall not include amounts paid in settlement by the Indemnitee or the amount of judgments or fines against the Indemnitee.

“Final Disposition” means the final, binding and non-appealable full or partial conclusion of a Proceeding by, including, but not limited to, (i) final judicial decision by a court of competent jurisdiction from which there is no further right to appeal, (ii) settlement or (iii) other determination. In addition, and without limiting the foregoing, a Final Disposition shall also occur when the party commencing the Proceeding has abandoned the claims asserted or otherwise fails to prosecute the matter or otherwise does not pursue the Proceeding for a period of twelve (12) months.

“Independent Counsel” means an attorney or firm of attorneys that is experienced in matters of corporation law and is not currently, and has not been in the past three years, retained to represent: (a) the Company or the Indemnitee in any matter material to either such party (other than with respect to matters concerning the Indemnitee under this Agreement and/or the indemnification provisions of the Certificate or Bylaws, or of other indemnitees under similar indemnification agreements) or (b) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” does not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or the Indemnitee in an action to determine the Indemnitee’s rights under this Agreement.

“Losses” means losses of any type whatsoever, and shall include any liability, judgments, damages, amounts paid in settlement, fines, including excise taxes and penalties assessed with respect to employee benefit plans, penalties (whether civil, criminal or otherwise) and all interest, assessments and other charges paid or payable in connection with or in respect of any of

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the foregoing incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with a Proceeding.

“Proceeding” shall be broadly construed and shall include any threatened, pending or completed action, suit, claim, defamation claim, counterclaim, cross-claim, demand, arbitration, alternative dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether formal or informal, including any and all affirmative defenses and appeals, whether brought by or in the right of, or conducted by, the Company or otherwise, whether civil, criminal, administrative or investigative, and in each case whether or not commenced prior to the date of this Agreement, in which the Indemnitee was, is or will be involved as a party or otherwise, such as to provide testimony, by reason of or relating to the Indemnitee’s Corporate Status and by reason of or relating to either (i) any action or alleged action taken by the Indemnitee, or failure or alleged failure to act, or any action or alleged action, or failure or alleged failure to act, on the Indemnitee’s part, while acting in the Indemnitee’s Corporate Status or (ii) the fact of the Indemnitee’s Corporate Status, whether or not serving in such capacity at the time any Loss or Expense is incurred for which indemnification or advancement of Expenses can be provided under this Agreement, except one initiated by the Indemnitee to enforce the Indemnitee’s rights under this Agreement pursuant to Article 7. For purposes of this definition, the term “threatened” will be deemed to include the Indemnitee’s good faith belief that a claim or other assertion may lead to institution of a Proceeding.

“Sarbanes-Oxley Act” has the meaning ascribed to that term in Section 2.4(b).

“Spouse” means the person with whom the Indemnitee has entered into a lawful marriage, civil union or domestic partnership agreement.

“To the fullest extent permitted by applicable law” means to the fullest extent permitted by Section 145 of the DGCL or any provision that replaces or succeeds Section 145 of the DGCL with respect to such matters. The parties hereto intend that this Agreement shall provide for indemnification in excess of that expressly permitted by statute, but not to the extent prohibited by law.

ARTICLE 2

INDEMNIFICATION

2.1. Company Indemnification. Except as otherwise provided in Section 2.4, the Company will hold harmless and indemnify the Indemnitee to the fullest extent permitted by applicable law, as the same exists or may hereafter be amended, interpreted or replaced. In furtherance of the foregoing indemnification, and without limiting the generality thereof:

(a) If, by reason of the Indemnitee’s Corporate Status, the Indemnitee was, is or becomes a party to, or was, is or is threatened to be made a party to, or was or is otherwise involved in, any Proceeding other than Proceedings by or in the right of the Company, the Indemnitee shall be indemnified against any and all Expenses and Losses incurred by the

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Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding or any claim, issue or matter therein, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had no reasonable cause to believe that the Indemnitee’s conduct was unlawful.

(b) If, by reason of the Indemnitee’s Corporate Status, the Indemnitee was, is or becomes a party to, or was, is or is threatened to be made a party to, or was or is otherwise involved in, any Proceeding by or in the right of the Company, the Indemnitee shall be indemnified against all Expenses incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been adjudged to be liable to the Company unless and to the extent that the Court of Chancery of the State of Delaware or the court in which such Proceeding was brought shall determine that such indemnification may be made.

(c) Notwithstanding any other provision of this Agreement, other than Section 2.4, to the extent that the Indemnitee has been successful on the merits or otherwise in defense of any Proceeding or any part thereof, the Company will indemnify the Indemnitee against all Expenses incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection therewith to the fullest extent permitted by applicable law. If the Indemnitee is not wholly successful in such Proceeding, but is successful on the merits or otherwise as to one or more, but fewer than all claims, issues or matters in such Proceeding, the Company will indemnify and hold harmless the Indemnitee against all Expenses incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with each successfully resolved claim, issue or matter on which the Indemnitee was successful. For purposes of this Section 2.1(c), the termination of any Proceeding, or any claim, issue or matter in such Proceeding by dismissal with or without prejudice will be deemed to be a successful result as to such Proceeding, claim, issue or matter.

2.2. Additional Indemnity. In addition to, and without regard to any limitations on, the indemnification provided for in Section 2.1, the Company will indemnify and hold harmless the Indemnitee against all Expenses and Losses incurred by the Indemnitee or on the Indemnitee’s behalf if, by reason of the Indemnitee’s Corporate Status, the Indemnitee was, is or becomes a party to, or was, is or is threatened to be made a party to or was otherwise involved in any Proceeding, including a Proceeding by or in the right of the Company. The only limitation that shall exist upon the Company’s obligations pursuant to this Agreement shall be that the Company shall not be obligated to make any payment to the Indemnitee (i) that is finally determined under the procedures, and subject to the presumptions, set forth in Articles 5 and 7 hereof to be unlawful or (ii) in connection with any of the matters for which indemnity is excluded pursuant to Section 2.4 hereof.

2.3. Indemnification for Expenses of a Witness. Notwithstanding any other provision of this Agreement, to the extent that the Indemnitee is, by reason of the Indemnitee’s Corporate

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Status, a witness, or is made to or asked to respond to discovery requests, in any Proceeding to which the Indemnitee is not a party, including, without limitation, any internal investigation by or on behalf of the Company, the Company will indemnify the Indemnitee against all Expenses incurred by the Indemnitee or on the Indemnitee’s behalf in connection therewith.

2.4. Exclusions. Notwithstanding any other provision of this Agreement, the Company will not be obligated under this Agreement to provide indemnification in connection with the following:

(a) any Proceeding or part of any Proceeding initiated or brought voluntarily by the Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board has authorized or consented to the initiation of the Proceeding or such part of any Proceeding or (ii) the Proceeding was commenced following a Change in Control; provided, however, that nothing in this Section 2.4(a) shall limit the right of the Indemnitee to be indemnified under Section 7.4; or

(b) any Proceeding with respect to which final judgment is rendered against Indemnitee for (i) conduct determined to be knowingly fraudulent or deliberately dishonest or to constitute willful misconduct, (ii) payment or an accounting of profits made from the purchase and sale, or sale and purchase, by the Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law or (iii) any reimbursement of, or payment to, the Company by the Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by the Indemnitee from the sale of securities of the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) or any formal policy of the Company adopted by the Board, or from the purchase or sale by the Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act.

2.5. Scope. For the avoidance of doubt, any indemnification under this Agreement shall apply with respect to any Proceeding that relates to matters that occurred in connection with the Indemnitee’s Corporate Status, whether or not the facts underlying any claim made in such Proceeding occurred prior to, on or after the date of this Agreement.

2.6. Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of Expenses and/or Losses, but not, however, for the total amount thereof, the Company shall nevertheless indemnify the Indemnitee for the portion thereof to which the Indemnitee is entitled.

2.7. Spousal Indemnification. The Company shall indemnify the Indemnitee’s Spouse at any time the Indemnitee is covered under the indemnification provided in this Agreement (even if the Indemnitee did not remain married to her or him during the entire period of coverage) against any pending or threatened Proceeding for the same period, to the same extent and subject to the same standards, limitations, obligations and conditions under which the Indemnitee is provided indemnification under this Agreement, if the Indemnitee’s Spouse (or former Spouse) becomes involved in a pending or threatened Proceeding solely by reason of her or his status as

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the Indemnitee’s Spouse, including, without limitation, any pending or threatened Proceeding that seeks damages recoverable from marital community property, jointly-owned property or property purported to have been transferred from the Indemnitee to his/her Spouse (or former Spouse). The Indemnitee’s Spouse (or former Spouse) also shall be entitled to advancement of Expenses to the same extent and subject to the same standards, limitations, obligations and conditions under which the Indemnitee is entitled to advancement of Expenses under this Agreement. Any request by the Indemnitee’s Spouse (or former Spouse) for the advancement of Expenses shall include or be preceded or accompanied by an undertaking by or on behalf of the Indemnitee’s Spouse to repay any Expenses advanced if it shall ultimately be determined that the Indemnitee’s Spouse (or former Spouse) is not entitled to be indemnified against such Expenses. The Indemnitee’s Spouse (or former Spouse) is intended to be a third-party beneficiary under this Agreement.

ARTICLE 3

ADVANCEMENT OF EXPENSES

3.1. Expense Advances; Repayment. Except as set forth in Section 3.2, the Company will, if requested by the Indemnitee, advance to the Indemnitee (hereinafter an “Expense Advance”) any and all Expenses incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with any Proceeding. The Indemnitee’s right to each Expense Advance will not be subject to the satisfaction of any standard of conduct and will be made without regard to the Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement, or under provisions of the Certificate or Bylaws or otherwise. Each Expense Advance will be unsecured and interest free and will be made by the Company without regard to the Indemnitee’s ability to repay the Expense Advance. The Indemnitee shall qualify for Expense Advances upon the execution and delivery to the Company of this Agreement, which shall constitute the Indemnitee’s undertaking to repay such Expense Advance if it is ultimately determined, by final decision by a court from which there is no further right to appeal, that the Indemnitee is not entitled to be indemnified for such Expenses under the Certificate, Bylaws, the DGCL, this Agreement or otherwise. No other form of undertaking shall be required other than the execution of this Agreement.

3.2. Exclusions. The Indemnitee will not be entitled to any Expense Advance in connection with any of the matters for which indemnity is excluded pursuant to Section 2.4.

3.3. Timing. An Expense Advance pursuant to Section 3.1 will be made within 20 business days after the receipt by the Company of a written statement or statements from the Indemnitee requesting such Expense Advance (which statement or statements will include, if requested by the Company, reasonable detail underlying the Expenses for which the Expense Advance is requested).

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ARTICLE 4

CONTRIBUTION

4.1. Contribution in the Event of Joint Liability. If the indemnification provided in Sections 2.1 and 2.2 hereof is not available (but not if prohibited by applicable law or this Agreement), in respect of any Proceeding in which the Company is jointly liable with the Indemnitee (or would be if joined in such Proceeding), the Company shall contribute to the amount of Expenses and/or Losses incurred by Indemnitee in proportion to the relative benefits received by the Company and all officers, directors or employees of the Company, other than the Indemnitee, who are jointly liable with the Indemnitee, or would be if joined in such Proceeding, on the one hand, and the Indemnitee, on the other hand, from the transaction(s) or event(s) from which such Proceeding arose; provided, however, that the proportion determined on the basis of relative benefit may, to the extent necessary to conform to applicable law, be further adjusted by reference to the relative fault of the Company and all officers, directors or employees of the Company, other than the Indemnitee, who are jointly liable with the Indemnitee (or would be if joined in such Proceeding) on the one hand, and the Indemnitee, on the other hand, in connection with the transaction(s) or event(s) that resulted in such Expenses and/or Losses, as well as any other equitable considerations which applicable law may require to be considered. The relative fault of the Company and all officers, directors and employees of the Company, other than the Indemnitee, who are jointly liable with the Indemnitee (or would be if joined in such Proceeding) on the one hand, and the Indemnitee, on the other hand, shall be determined by reference to, among other things, the degree to which their actions were motivated by intent to gain personal profit or advantage, the degree to which their liability is primary or secondary and the degree to which their conduct is active or passive.

4.2. Indemnification for Contribution Claims by Others. The Company, if not prohibited by applicable law or this Agreement, will fully indemnify and hold the Indemnitee harmless from any claims of contribution which may be brought by other officers, directors or employees of the Company who may be jointly liable with the Indemnitee for any Loss or Expense arising from a Proceeding.

ARTICLE 5

PROCEDURES AND PRESUMPTIONS FOR THE

DETERMINATION OF ENTITLEMENT TO INDEMNIFICATION

5.1. Notification of Claims; Request for Indemnification. The Indemnitee agrees to notify the Company promptly in writing of any claim made against the Indemnitee for which indemnification will or could be sought under this Agreement; provided, however, that a delay in giving, or a failure to give, such notice will not deprive the Indemnitee of any right to be indemnified under this Agreement unless the Company did not otherwise learn of the Proceeding and such delay or failure is materially prejudicial to the Company’s ability to defend such Proceeding, and, if such delay or failure does materially prejudice the Company’s rights, it will relieve the Company from liability only to the extent of such prejudice; and, provided, further, that notice will be deemed to have been given without any action on the part of the Indemnitee in

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the event the Company is a party to the same Proceeding. Any delay in giving, or a failure to give, notice to the Company will not relieve the Company from any liability for indemnification which it may have to the Indemnitee otherwise than under this Agreement. The Indemnitee may deliver to the Company a written request to have the Company indemnify and hold harmless the Indemnitee in accordance with this Agreement. Subject to Section 5.10, such request may be delivered from time to time and at such time or times as the Indemnitee deems appropriate in the Indemnitee’s discretion. Following such a written request for indemnification, the Indemnitee’s entitlement to indemnification shall be determined in accordance with Section 5.2. The Chief Legal Officer of the Company will, promptly upon receipt of such a request for indemnification, advise the Board in writing that the Indemnitee has requested indemnification. The Company will be entitled to participate in any Proceeding at its own expense.

5.2. Determination of Right to Indemnification. Upon written request by the Indemnitee for indemnification pursuant to Section 5.1 with respect to any Proceeding, a determination, if, but only if, required by applicable law, with respect to the Indemnitee’s entitlement thereto will be made upon the Final Disposition of such Proceeding: (a) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to the Indemnitee or (b) if a Change in Control shall not have occurred, by any of the following methods, which shall be at the election of the Board or the Disinterested Directors, as the case may be, (i) by a majority vote of all Disinterested Directors, even though less than a quorum of the Board, (ii) by a committee of Disinterested Directors designated by a majority vote of all Disinterested Directors, even though less than a quorum of the Board, (iii) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to the Indemnitee, or (iv) if so directed by the Board, by the stockholders of the Company. The Company will promptly advise the Indemnitee in writing with respect to any determination that the Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied.

5.3. Selection of Independent Counsel. If the determination of entitlement to indemnification pursuant to Section 5.2 will be made by Independent Counsel, the Independent Counsel will be selected as provided in this Section 5.3. The Independent Counsel shall be selected by the Board, and the Company will give written notice to the Indemnitee advising the Indemnitee of the identity of the Independent Counsel so selected. The Indemnitee may, within 10 days after such written notice of selection is given, deliver to the Company a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected will act as Independent Counsel. If a written objection is made and substantiated, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within 30 days after submission by the Indemnitee of a written request for indemnification pursuant to Section 5.1, no Independent Counsel has been selected, or the selection of the Independent Counsel remains the subject of a properly made objection thereto, either the Company or the Indemnitee may petition the Court of

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Chancery of the State of Delaware or other court of competent jurisdiction for the appointment as Independent Counsel of a person selected or designated by the court or for resolution of any objection which has been made by the Indemnitee to the Company’s selection of Independent Counsel and the person so appointed or the person with respect to whom all objections are so resolved will act as Independent Counsel under Section 5.2. The Company will pay any and all fees and expenses incurred by such Independent Counsel in connection with acting pursuant to Section 5.2, and the Company will pay all fees and expenses incident to the procedures of this Section 5.3, regardless of the manner in which such Independent Counsel was selected or appointed.

5.4. Burden of Proof. In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall presume that the Indemnitee is entitled to indemnification under this Agreement. If this Agreement or applicable law should require a determination of the Indemnitee’s good faith or whether the Indemnitee acted in a manner which the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, the person, persons or entity making such determination shall presume that the Indemnitee has at all times acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. The Indemnitee will be deemed to have acted in good faith if the Indemnitee’s action with respect to the Company or the particular Enterprise is based on the records or books of account of such entity, including financial statements, or on information supplied to the Indemnitee by the officers of such entity in the course of their duties, or on the advice of legal counsel for such entity or on information or records given or reports made to such entity by an independent certified public accountant or by an appraiser or other expert selected by such entity; provided, however, that this sentence will not be deemed to limit in any way the other circumstances in which the Indemnitee may be deemed to have met such standard of conduct. In addition, the knowledge or actions, or failure to act, of any other director, officer, agent or employee of the Company or such Enterprise shall not be imputed to the Indemnitee for purposes of determining the right to indemnification under this Agreement.

5.5. No Presumption in the Absence of a Determination or as a Result of an Adverse Determination. Neither the failure of any person, persons or entity chosen to make a determination as to whether the Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by such person, persons or entity that the Indemnitee has not met such standard of conduct or did not have such belief, prior to or after the commencement of any action, suit or proceeding by the Indemnitee to secure a judicial determination that the Indemnitee should be indemnified under this Agreement or under applicable law, will be a defense to the Indemnitee’s claim or create a presumption that the Indemnitee has not met any particular standard of conduct or did not have any particular belief. In addition, the termination of any Proceeding by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere or its equivalent, will not, of itself, create a presumption that the Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by this Agreement or applicable law.

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5.6. Presumption Regarding Success. In the event that any Proceeding to which the Indemnitee is a party is resolved in any manner other than by final adverse judgment (as to which all rights of appeal therefrom have been exhausted or lapsed) against the Indemnitee (including settlement of such Proceeding with or without payment of money or other consideration), it will be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding.

5.7. Timing of Determination. The Company will use its reasonable best efforts to cause any determination required to be made pursuant to Section 5.2 to be made as promptly as practicable after the later of the date (i) the Indemnitee has submitted a written request for indemnification pursuant to Section 5.1 and (ii) of the Final Disposition of the Proceeding. If the person, persons or entity chosen to make a determination does not make such determination within 30 days after the latest of the date (a) the Company receives the Indemnitee’s request for indemnification pursuant to Section 5.1, (b) the Company receives notice of the Final Disposition of the Proceeding and (c) on which an Independent Counsel is selected pursuant to Section 5.3, if applicable (and all objections to such person, if any, have been resolved), the requisite determination of entitlement to indemnification will be deemed to have been made and the Indemnitee will be entitled to such indemnification, absent (i) the Indemnitee’s failure to fulfill the Indemnitee’s obligations pursuant to Section 5.9, (ii) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s statement not materially misleading, in connection with the request for indemnification and (iii) a prohibition of such indemnification under applicable law, in the reasonable opinion of the Company based on consultation with outside legal counsel; provided, however, that such 30-day period may be extended for a reasonable time, not to exceed an additional 30 days, if the person, persons or entity making the determination with respect to entitlement to indemnification in good faith requires such additional time for the obtaining of or evaluating of documentation and/or information relating thereto; and provided, further, that the foregoing provisions of this Section 5.7 shall not apply if the determination of entitlement to indemnification is to be made by the stockholders pursuant to Section 5.2 and if (A) within 15 days after receipt by the Company of the request for such determination the Board has resolved to submit such determination to the stockholders for their consideration at an annual meeting thereof to be held within 75 days after such receipt and such determination is made thereat, or (B) a special meeting of stockholders is called within 15 days after such receipt for the purpose of making such determination, such meeting is held for such purpose within 60 days after having been so called and such determination is made thereat; provided, however, that such 75-, 15- and 60-day periods may be extended if required to comply with applicable law, rules and regulations.

5.8. Timing of Payments. All payments of Expenses, other than Expense Advances, which are governed by Section 3.3, and other amounts by the Company to the Indemnitee pursuant to this Agreement will be made as soon as practicable after a written request or demand therefor by the Indemnitee is presented to the Company, but in no event later than (i) 30 days after such demand is presented or (ii) as soon as reasonably practicable following such later date as a determination of entitlement to indemnification is made in accordance with Section 5.7, if applicable.

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5.9. Cooperation. The Indemnitee will cooperate in all reasonable respects with the person, persons or entity making a determination with respect to the Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity, upon reasonable advance request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses incurred by the Indemnitee, or on the Indemnitee’s behalf, in so cooperating with the person, persons or entity making such determination will be borne by the Company (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Company will indemnify the Indemnitee therefor and will hold the Indemnitee harmless therefrom.

5.10. Time for Submission of Request. The Indemnitee shall submit any request for indemnification pursuant to this Article 5 within a reasonable time, not to exceed three years, after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent or other Final Disposition of the Proceeding, with the latest date of the occurrence of any such event to be considered the commencement of the three-year period.

5.11. Security. To the extent requested by the Indemnitee and approved by the Board, the Company may at any time, and from time to time, provide security to the Indemnitee for the Company’s obligations hereunder through an irrevocable bank line of credit, funded trust or other collateral. Any such security, once provided to the Indemnitee, may not be revoked or released without prior written consent of the Indemnitee.

ARTICLE 6

LIABILITY INSURANCE

6.1. Company Insurance. The Company currently has in force policies of directors’ and officers’ liability insurance (the “D&O Insurance Policies”). The Company agrees to furnish to Indemnitee copies of such D&O Insurance Policies (including any directors’ and officers’ liability insurance policies that replace D&O Insurance Policies) upon Indemnitee’s request. Subject to Section 6.3, for the duration of the Indemnitee’s service as a director and/or officer of the Company, and thereafter for a period of time equal to the greater of six years and the period during which the Indemnitee remains subject to any pending or possible Proceeding, the Company shall cause to be maintained in effect for the benefit of the Indemnitee policies of directors’ and officers’ liability insurance with terms of coverage substantially similar to those provided under the D&O Insurance Policies and in no event less favorable than the terms of coverage provided for the benefit of any other director or officer of the Company or any of its Affiliates.

6.2. Notice to Insurers. If, at the time of receipt by the Company of a notice from any source of a Proceeding as to which the Indemnitee is a party or participant, the Company will give prompt written notice of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies, and the Company will provide the Indemnitee with a copy of such notice and copies of all subsequent correspondence between the Company and such insurers

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related thereto. The Company will thereafter take all necessary or desirable actions to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies.

6.3. Insurance Not Required. Notwithstanding Section 6.1, the Company will have no obligation to obtain or maintain the insurance contemplated by Section 6.1 if the Board determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionately high compared to the amount of coverage provided or if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit. The Company will promptly notify the Indemnitee in writing of any such determination not to provide insurance coverage. Notwithstanding the foregoing, in the event of a Change in Control, the Company shall maintain in force any and all insurance policies then maintained by the Company in providing insurance-directors’ and officers’ liability, fiduciary, employment practices or otherwise-in respect of the Indemnitee, for a period of six years thereafter.

ARTICLE 7

REMEDIES OF INDEMNITEE

7.1. Action by the Indemnitee. In the event that (a) a determination is made pursuant to Article 5 that the Indemnitee is not entitled to indemnification under this Agreement, (b) an Expense Advance is not timely made pursuant to Section 3.3, (c) no determination of entitlement to indemnification is made within the applicable time periods specified in Section 5.7, (d) payment of indemnified amounts is not made within the applicable time periods specified in Section 5.8, (e) contribution has not been timely made pursuant to Article 4, (f) D&O Insurance Policies are not maintained in accordance with Article 6, or (g) it should appear to the Indemnitee that the Company has failed to comply with (i) any other provision of this Agreement, (ii) any other agreement for indemnification of Indemnitee to which the Company is a party, (iii) the indemnification or advancement of expenses provisions in the Bylaws and the Certificate or (iv) the liability limitation provisions in the Certificate (if the Indemnitee is or was a director or officer of the Company), the Indemnitee will be entitled to an adjudication in the Delaware Chancery Court of the Indemnitee’s entitlement to such indemnification, expense advance, contribution, D&O Insurance Policies coverage or liability limitation.

7.2. De Novo Review if Prior Adverse Determination. In the event that a determination is made pursuant to Article 5 that the Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Article 7 will be conducted in all respects as a de novo trial on the merits, and the Indemnitee will not be prejudiced by reason of that adverse determination. In any judicial proceeding commenced pursuant to this Article 7, the Indemnitee will be presumed to be entitled to indemnification under this Agreement, the Company will have the burden of proving the Indemnitee is not entitled to indemnification, and the Company may not refer to or introduce evidence of any determination pursuant to Article 5 adverse to the Indemnitee for any purpose. If the Indemnitee commences a judicial proceeding pursuant to this Article 7, the Indemnitee will not be required to reimburse the Company for any Expense Advance made pursuant to Article 3 until a final determination is made with respect to the

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Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed).

7.3. Company Bound by Favorable Determination by Reviewing Party. If a determination is made that the Indemnitee is entitled to indemnification pursuant to Article 5, the Company will be bound by such determination in any judicial proceeding commenced pursuant to this Article 7, absent (a) a misstatement by the Indemnitee of a material fact or an omission of a material fact necessary to make the Indemnitee’s statements in connection with the request for indemnification not materially misleading or (b) a prohibition of such indemnification under applicable law.

7.4. Company Bears Expenses if the Indemnitee Seeks Adjudication. In the event that the Indemnitee, pursuant to this Article 7, seeks a judicial adjudication of the Indemnitee’s rights under, or to recover damages for breach of, (i) this Agreement, (ii) any other agreement for indemnification to which the Company is a party, (iii) the indemnification or advancement of expenses provisions in the Bylaws and the Certificate, (iv) the liability limitation provision in the Certificate, if the Indemnitee is or was a director or officer of the Company, or (v) any D&O Insurance Policy maintained by the Company, and the Indemnitee is, at least to some extent, successful in such action, the Company will, to the fullest extent permitted by applicable law, indemnify and hold harmless the Indemnitee against any and all Expenses incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such judicial adjudication. In addition, if requested by the Indemnitee, the Company will, within 20 business days after receipt by the Company of the written request therefor, pay as an Expense Advance such Expenses, to the fullest extent permitted by applicable law.

7.5. Company Bound by Provisions of this Agreement. The Company will be precluded from asserting in any judicial proceeding commenced pursuant to this Article 7 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and will stipulate in any such judicial proceeding that the Company is bound by all the provisions of this Agreement.

ARTICLE 8

NON-EXCLUSIVITY, SUBROGATION; NO DUPLICATIVE PAYMENTS

8.1. Non-Exclusivity. The rights of indemnification and to receive Expense Advances as provided by this Agreement will not be deemed exclusive of, and shall be in addition to, any other rights to which the Indemnitee may at any time be entitled under applicable law, the Certificate, the Bylaws, any agreement or covenant in an agreement, a vote of stockholders, a resolution of the directors or otherwise. To the extent that a change in the DGCL, whether by statute or judicial decision, permits greater indemnification than would be afforded currently under the Certificate, Bylaws and this Agreement, it is the intent of the parties hereto that the Indemnitee enjoy by this Agreement the greater benefits so afforded by such change. The assertion or employment of any right or remedy hereunder, or otherwise, will not prevent the concurrent assertion or employment of any other right or remedy.

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8.2. Subrogation. In the event of any payment by the Company under this Agreement, the Company will be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee with respect thereto and the Indemnitee will execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights, with all of the Indemnitee’s reasonable Expenses related thereto to be borne by the Company.

8.3. No Duplicative Payments. The Company will not be liable under this Agreement to make any payment of amounts otherwise indemnifiable, or any Expense for which advancement is provided, hereunder if and to the extent that the Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise. The Company’s obligation to indemnify or advance Expenses hereunder to the Indemnitee in respect of Proceedings relating to the Indemnitee’s service at the request of the Company as a director, officer, employee, partner, member, manager, trustee, fiduciary or agent of any other Enterprise will be reduced by any amount the Indemnitee has actually received as indemnification or advancement of Expenses from such other Enterprise.

ARTICLE 9

DEFENSE OF PROCEEDINGS

9.1. Company Assuming the Defense. Subject to Section 9.3 below, in the event the Company is obligated to pay in advance the Expenses relating to any Proceeding pursuant to Article 3, the Company will be entitled, by written notice to the Indemnitee, to assume the defense of such Proceeding, with counsel approved by the Indemnitee, which approval will not be unreasonably withheld. The Company will identify the counsel it proposes to employ in connection with such defense as part of the written notice sent to the Indemnitee notifying the Indemnitee of the Company’s election to assume such defense, and the Indemnitee will be required, within 10 days following the Indemnitee’s receipt of such notice, to inform the Company of its approval of such counsel or, if it has objections, the reasons therefor. If such objections cannot be resolved by the parties, the Company will identify alternative counsel, which counsel will also be subject to approval by the Indemnitee in accordance with the procedure described in the prior sentence.

9.2. Right of the Indemnitee to Employ Counsel. Following approval of counsel by the Indemnitee pursuant to Section 9.1 and retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees and expenses of counsel subsequently incurred by the Indemnitee, or on the Indemnitee’s behalf, with respect to the same Proceeding; provided, however, that if counsel to the Indemnitee shall have reasonably concluded that there exists a potential, but not actual, conflict of interest between the Company (or any other person or persons included in a joint defense) and the Indemnitee in the conduct of the defense or representation by such counsel retained by the Company, the Company’s indemnification and expense advancement obligations to the Indemnitee under this Agreement shall include Expenses incurred by the Indemnitee, or on the Indemnitee’s behalf, for separate counsel retained by the Indemnitee to monitor the litigation; provided, further, that if such counsel retained by the Indemnitee reasonably concludes that there is an actual conflict between

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the Company (or any other person or persons included in a joint defense) and the Indemnitee in the conduct of such defense or representation by such counsel retained by the Company, such counsel may assume the Indemnitee’s defense in such Proceeding. The existence of an actual or potential conflict, and whether any such conflict may be waived, shall be determined pursuant to the rules of attorney professional conduct and applicable law.

9.3. Company Not Entitled to Assume Defense. Notwithstanding Section 9.1, the Company will not be entitled to assume the defense of any Proceeding brought by or in the right of the Company or any Proceeding as to which counsel retained by the Indemnitee has reasonably concluded that there exists such a conflict as described in the second proviso to the first sentence of Section 9.2.

ARTICLE 10

SETTLEMENT

10.1. When Company’s Prior Consent is Required. Notwithstanding anything in this Agreement to the contrary, the Company will have no obligation to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without the Company’s prior written consent, such consent not to be unreasonably withheld; provided, however, that if a Change in Control has occurred, the Company shall indemnify the Indemnitee for amounts paid in settlement if the Independent Counsel has approved the settlement.

10.2. No Adverse Settlement. The Company will not seek, nor will it agree to, consent to, support or agree not to contest any settlement or other resolution of any Proceeding that has the actual or purported effect of extinguishing, limiting or impairing the Indemnitee’s rights hereunder, including, without limitation, the entry of any bar order or other order, decree or stipulation, pursuant to the Private Securities Litigation Reform Act, or any similar federal, state or foreign statute, regulation, rule or law.

ARTICLE 11

MISCELLANEOUS

11.1. Assignment; Binding Effect; Third-Party Beneficiaries. No party may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other party and any such assignment by a party without prior written approval of the other party will be deemed invalid and not binding on such other party; provided, however, that the Company may assign all, but not less than all, of its rights, obligations and interests hereunder to any direct or indirect successor to all, substantially all or a substantial part of the business and/or assets of the Company by purchase, merger, consolidation or otherwise. All of the terms, agreements, covenants, representations, warranties and conditions of this Agreement are binding upon, and inure to the benefit of and are enforceable by, the parties and their respective successors, permitted assigns, Spouses, heirs, executors and personal and legal representatives. Except as expressly provided in the previous sentence and in Section 2.7, there are no third-party beneficiaries having rights under or with respect to this Agreement. The

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Company shall exercise its best efforts to require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance reasonably satisfactory to the Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. The indemnification provided under this Agreement shall continue as to the Indemnitee for any action taken or not taken while serving in an indemnified capacity pertaining to any indemnifiable event hereunder even though the Indemnitee may have ceased to serve in such capacity at the time of any Proceeding.

11.2. Notices. All notices, requests and other communications provided for or permitted to be given under this Agreement must be in writing and be given by personal delivery, by certified or registered United States mail postage prepaid, return receipt requested, or by a nationally recognized overnight delivery service for next day delivery, as follows or to such other address as either party may give in a notice given in accordance with the provisions hereof:

If to Company:

Everus Construction Group, Inc.

1730 Burnt Boat Drive

Bismarck, North Dakota 58503

Attention: Vice President, Chief Legal Officer, Secretary

If to Indemnitee:

[Officer Name

Home Address

City, State, Zip Code]

All notices, requests or other communications will be effective and deemed given only as follows: (a) if given by personal delivery, upon such personal delivery, (b) if sent by certified or registered mail, on the fifth business day after being deposited in the United States mail, or (c) if sent for next day delivery by overnight delivery service, on the date of delivery as confirmed by written confirmation of delivery. Notices, requests and other communications sent in any other manner, including by electronic mail, will not be effective.

11.3. Specific Performance; Remedies. Each party hereby acknowledges and agrees that the other party would be damaged irreparably if any provision of this Agreement was not performed in accordance with its specific terms or was otherwise breached, that a remedy at law would be an inadequate remedy for any such breach, and that, in event of such breach, the party so harmed, in addition to any other relief available to it at law or in equity, shall be entitled to temporary and/or permanent injunctive relief and/or specific performance. Each party hereby agrees to waive any requirement for the securing or posting of any bond or the proof of damages in connection with the petition for any injunctive relief or other equitable remedy.

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11.4. Headings. The article and section headings contained in this Agreement are inserted for convenience only and will not affect in any way the meaning or interpretation of this Agreement.

11.5. Governing Law and Consent to Jurisdiction. [(a)] This Agreement shall be governed by and construed and interpreted in accordance with the internal laws of the State of Delaware without regard to any choice of law or conflict of law, choice of forum or other provision, rule or principle (whether of the State of Delaware or any other jurisdiction) that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. The parties hereby irrevocably (i) submit themselves to the exclusive jurisdiction of the Delaware Chancery Court with respect to any action, suit or proceeding arising out of or in connection with this Agreement and (ii) waive the right and hereby agree not to assert by way of motion, as a defense or otherwise in any action, suit or other legal proceeding brought in such court, any claim that they are not subject to the jurisdiction of such court, that such action, suit or proceeding is brought in an inconvenient forum or that the venue of such action, suit or proceeding is improper. Each party also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 11.2.

[(b) The Indemnitee hereby consents to be identified as an “officer” for purposes of 10 Del. C. Section 3114(b), regardless of whether the Indemnitee would otherwise fall within the definition of “officer” set forth in that section.] [Insert this clause if the Indemnitee is an officer of the Company.]

11.6. Certificate. The Company will also maintain in full force and effect a provision in the Certificate eliminating liability of a director or officer for breach of fiduciary duty to the fullest extent permitted by Section 102(b)(7) of the DGCL, as the same exists or may hereafter be amended, or any successor thereto.

11.7. Period of Limitations. No legal action arising out of or in connection with this Agreement shall be brought and no cause of action arising out of or in connection with this Agreement shall be asserted by or on behalf of the Company or any of its Affiliates against the Indemnitee, the Indemnitee’s respective successors, permitted assigns, heirs, executors and personal and legal representatives after the expiration of two years from the date of accrual of such cause of action, or such longer period as may be required by federal or state law under the circumstances. Any claim or cause of action of the Company or its Affiliate shall be extinguished and deemed released unless asserted by the timely filing of a legal action within such period; provided, however, that if any shorter period of limitations is otherwise applicable to any such cause of action, the shorter period shall govern.

11.8. Service to the Company. Nothing in this Agreement shall be construed as giving the Indemnitee any right to be retained in the employ of, or, with respect to service as a director, to continue providing services to, the Company or any Affiliate.

11.9. Amendment. This Agreement may not be amended or modified except by a writing signed by all of the parties.

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11.10. Extensions; Waivers. Any party may, for itself only, (a) extend the time for the performance of any of the obligations of any other party under this Agreement, (b) waive any inaccuracies in the representations and warranties of any other party contained herein or in any document delivered pursuant hereto and (c) waive compliance with any of the agreements or conditions for the benefit of such party contained herein. Any such extension or waiver will be valid only if set forth in a writing signed by the party to be bound thereby. No waiver by any party of any default, misrepresentation or breach of warranty or covenant hereunder, whether intentional or not, may be deemed to extend to any prior or subsequent default, misrepresentation or breach of warranty or covenant hereunder or affect in any way any rights arising because of any prior or subsequent such occurrence. Neither the failure nor any delay on the part of any party to exercise any right or remedy under this Agreement will operate as a waiver thereof, nor will any single or partial exercise of any right or remedy preclude any other or further exercise of the same or of any other right or remedy.

11.11. Severability. The provisions of this Agreement will be deemed severable and the invalidity or unenforceability of any provision will not affect the validity or enforceability of the other provisions hereof; provided that if any provision of this Agreement, as applied to any party or to any circumstance, is judicially determined not to be enforceable in accordance with its terms, the parties agree that the court judicially making such determination may delete specific words or phrases or otherwise modify the provision in a manner consistent with its objectives such that it is enforceable, and in its modified form, such provision will then be enforceable and will be enforced.

11.12. Counterparts. This Agreement may be executed in two or more counterparts, which may be delivered via facsimile, each of which shall be binding as of the date first written above, and, when delivered, all of which shall constitute one and the same instrument. This Agreement and any documents delivered pursuant hereto, and any amendments hereto or thereto, to the extent signed and delivered by means of a facsimile machine or as an attachment to an electronic mail message in “pdf” or similar format, shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any party hereto or to any such agreement or instrument, each other party hereto or thereto shall re-execute original forms thereof and deliver them to all other parties. No party hereto or to any such agreement or instrument shall raise the use of a facsimile machine or electronic mail attachment in “pdf” or similar format to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of a facsimile machine or as an attachment to an electronic mail message as a defense to the formation of a contract and each such party forever waives any such defense. A facsimile signature or electronically scanned copy of a signature shall constitute and shall be deemed to be sufficient evidence of a party’s execution of this Agreement, without necessity of further proof. Each such copy shall be deemed an original, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart.

11.13. Construction. The words “include,” “includes” and “including” will be deemed to be followed by “without limitation.” Pronouns in masculine, feminine and neuter genders will be

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construed to include any other gender, and words in the singular form will be construed to include the plural and vice versa, unless the context otherwise requires. The words “this Agreement,” “herein,” “hereof,” “hereby,” “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The parties intend that each representation, warranty and covenant contained herein will have independent significance. If any party has breached any representation, warranty or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter, regardless of the relative levels of specificity, which the party has not breached will not detract from or mitigate the fact that the party is in breach of the first representation, warranty or covenant. There shall be no presumption that any ambiguities in this Agreement shall be resolved against any particular party. Any controversy over construction of this Agreement shall be decided without regard to events of authorship or negotiation.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

By:

Name:

Title:

EVERUS CONSTRUCTION GROUP, INC.

By:

Name: Jeffrey Thiede

Title: President and Chief Executive Officer

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Exhibit 21.1

EVERUS CONSTRUCTION GROUP, INC.

List of Subsidiaries

The following entities are expected to be subsidiaries of Everus Construction Group, Inc. upon completion of the distribution described in the information statement:

Subsidiaries			Formation Jurisdiction
Bombard Electric, LLC			Nevada
Bombard Mechanical, LLC			Nevada
Capital Electric Construction Company, Inc.			Kansas
Capital Electric Line Builders, LLC			Kansas
Desert Fire Holdings, Inc.			Nevada
Desert Fire Protection, a Nevada Limited Partnership			Nevada
Desert Fire Protection, Inc.			Nevada
Desert Fire Protection, LLC			Nevada
Duro Electric Company			Colorado
Everus Construction, Inc.			Delaware
Everus Industrial Services, Inc.			Delaware
E.S.I., Inc.			Ohio
Everus United Construction Solutions, Inc.			Delaware
Frebco, Inc.			Ohio
International Line Builders, Inc.			Delaware
Lone Mountain Excavation & Utilities, LLC			Nevada
Loy Clark Pipeline Co.			Oregon
OEG, Inc.			Oregon
PerLectric, Inc.			Virginia
Rocky Mountain Contractors, Inc.			Montana
USI Industrial Services, Inc.			Delaware
Wagner-Smith Equipment Co.			Delaware

Exhibit 99.1

[                      ], 2024

Dear MDU Resources Group, Inc. Stockholder:

On November 2, 2023, we announced plans to separate our wholly owned subsidiary MDU Construction Services Group, Inc. from MDU Resources Group, Inc. (“MDU Resources”). On March 12, 2024, in connection with the planned spinoff, we changed the name of MDU Construction Services Group, Inc. to Everus Construction, Inc. (“Everus Construction”). The separation will occur by means of a spinoff of a newly formed company named Everus Construction Group, Inc. (“Everus”), which will own the assets and liabilities of Everus Construction.

MDU Resources, our existing company in which you currently own common stock, will continue to own and operate its remaining businesses, including our electric and natural gas utilities and pipeline company. The separation will allow us to achieve our previously stated goal of transforming MDU Resources into a pure-play regulated energy delivery business.

The separation will create two publicly traded companies, MDU Resources and Everus, both with proven long-term strategies, sufficient scale and financial strength, that will be well-positioned to lead in their industries. MDU Resources’ board of directors believes that separating Everus Construction from our remaining businesses is in the best interest of MDU Resources and our stockholders for a number of reasons, including:

•allowing each business to more effectively pursue its own operating priorities and strategies, and enabling management at each company to pursue unique opportunities for long-term growth and profitability;

•permitting each company to concentrate its financial resources on its own operations, with greater flexibility to invest capital as appropriate for its distinct strategy and business needs;

•giving each publicly traded company direct access to capital markets and enabling each to use its own industry-focused stock to consummate future acquisitions or other transactions;

•facilitating equity-based and other incentive compensation arrangements for employees that are more directly tied to the performance of each company’s business, and enhancing employee hiring and retention; and

•allowing investors to separately value MDU Resources and Everus based on each company’s unique investment identities, including their respective merits, strategy, performance and business prospects.

Our board of directors also considered potential concerns when evaluating the separation, including risks associated with creating a new public company, possible cost increases and one-time separation costs. MDU Resources’ board of directors determined that the potential benefits of the separation outweighed these potential concerns. The board believes that as two distinct publicly traded companies, MDU Resources and Everus will be better positioned, both strategically and operationally, to grow and capitalize on strategic opportunities.

The separation will give MDU Resources stockholders equity ownership in both MDU Resources and Everus and is intended to qualify as generally tax-free to our stockholders for U.S. federal income tax purposes, except with respect to any cash received in lieu of fractional shares.

The separation will be effected by means of a pro rata distribution of 100% of the outstanding shares of Everus common stock to holders of MDU Resources common stock. Each MDU Resources stockholder will receive one share of Everus common stock for every four shares of MDU Resources common stock held at the close of business on [     ], the record date for the distribution. Everus common stock will be issued in book-entry form only, which means that no physical share certificates will be issued. No vote of MDU Resources stockholders is required for the distribution. You do not need to take any action to receive the shares of Everus common stock to which you are

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entitled. You will not be required to make any payments, or to surrender or exchange your shares of MDU Resources common stock to receive your shares of Everus common stock.

Everus intends to apply to have its common stock authorized for listing on the New York Stock Exchange (“NYSE”) under the symbol “ECG.” Following the distribution, MDU Resources will continue to trade on the NYSE under the symbol “MDU.”

We encourage you to read the attached information statement, which is being provided to all MDU Resources stockholders who held shares on the record date for the distribution. The information statement describes the separation in detail and contains important business and financial information about Everus.

We believe the separation provides tremendous opportunities for our businesses, as we work to continue to build long-term value. We appreciate your continuing support of MDU Resources and look forward to your future support of MDU Resources and Everus.

Sincerely,
[       ]
Nicole A. Kivisto
President and Chief Executive Officer
MDU Resources Group, Inc.

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[                    ], 2024

Dear Future Everus Construction Group, Inc. Stockholder:

I am excited to welcome you as a future stockholder of Everus Construction Group, Inc. (“Everus,” “we,” “us” or “our”), a leading provider of specialty contracting services across the United States. While we will be newly public, we have provided a full spectrum of construction services for more than 25 years across the United States through our Electrical & Mechanical (E&M) and Transmission & Distribution (T&D) segments. We serve diverse customers in numerous markets, including the commercial, industrial, institutional, service, renewables, utility and transportation industries.

Everus has a successful track record of growth. Since our entry into the construction services industry in 1997, we have made more than 25 acquisitions. Our business currently has approximately 7,600 employees and is authorized to work in more than 40 states and the District of Columbia. Everus continues to have bidding opportunities in the specialty contracting markets in which it operates. Moreover, we believe Everus is poised to benefit from significant investments at the federal and local levels in infrastructure development and upgrades.

The planned separation of Everus from MDU Resources Group, Inc. represents an exciting new chapter in our organization’s history. As an independent, publicly traded company, we believe we will have enhanced ability to align resource and capital allocation decisions to our focused business strategy, enabling us to unlock significant value. Everus will continue to be a leading provider of construction specialty contracting services, focused on serving our customers and growing organically and through acquisitions.

Our stockholder value proposition is simple: provide outstanding returns to our stockholders by maintaining a leading position in the construction services industry, investing in the growth of Everus and generating strong cash flows. We intend to list Everus common stock on the New York Stock Exchange under the symbol “ECG.”

We invite you to learn more about Everus and our strategic initiatives by reading the attached information statement. We thank you in advance for your support as a future stockholder of Everus.

Sincerely,
[       ]
Jeffrey S. Thiede
President and Chief Executive Officer
Everus Construction Group, Inc.

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Information contained herein is subject to completion or amendment. A Registration Statement on Form 10 relating to these securities has been filed with the U.S. Securities and Exchange Commission under the U.S. Securities Exchange Act of 1934, as amended.

PRELIMINARY AND SUBJECT TO COMPLETION, DATED SEPTEMBER 12, 2024

INFORMATION STATEMENT

Everus Construction Group, Inc.

Common Stock

(par value $0.01 per share)

This information statement is being furnished in connection with the distribution by MDU Resources Group, Inc. (“MDU Resources”) to its stockholders of shares of common stock of Everus Construction Group, Inc., a Delaware corporation (“Everus,” “we,” “us” or “our”) and direct, wholly owned subsidiary of MDU Resources. To implement the separation, MDU Resources will contribute to Everus the historical business and operations of Everus Construction, Inc. (formerly known as MDU Construction Services Group, Inc.) (“Everus Construction” or the “Company”), a Delaware corporation and an indirect, wholly owned subsidiary of MDU Resources, and the assets and liabilities associated with it and its business. MDU Resources will then distribute 100% of the outstanding shares of Everus common stock on a pro rata basis to MDU Resources stockholders in a transaction intended to qualify as generally tax-free to MDU Resources stockholders for U.S. federal income tax purposes, except with respect to any cash received in lieu of fractional shares. Following the distribution, Everus will be a separate public company. The distribution is subject to certain conditions, as described in this information statement. You should consult your tax advisor as to the particular consequences of the distribution to you, including the applicability and effect of any U.S. federal, state and local and non U.S. tax laws.

For every four shares of MDU Resources common stock held of record by you as of the close of business on [                    ], the record date for the distribution, you will receive one share of Everus common stock. You will receive cash in lieu of any fractional shares of Everus common stock that you would have received after application of the above ratio. As discussed under “The Separation and Distribution—Trading Between the Record Date and Distribution Date,” if you sell your shares of MDU Resources common stock in the “regular-way” market after the record date and before the distribution, you also will be selling your right to receive shares of Everus common stock in the distribution. Everus expects the shares of Everus common stock to be distributed by MDU Resources to you at [           ] Eastern Time, on [                   ]. Everus refers to the date of the distribution of its shares of common stock as the “distribution date.”

Until the separation and distribution occur, Everus will be a wholly owned subsidiary of MDU Resources, and consequently, MDU Resources will have the sole and absolute discretion to determine and change the terms of the separation (or to terminate the separation).

No vote of MDU Resources stockholders is required for the distribution. You are not, therefore, being asked for a proxy and you are requested not to send MDU Resources a proxy in connection with the distribution. You do not need to pay any consideration or exchange or surrender your existing shares of MDU Resources common stock or take any other action to receive your shares of Everus common stock.

There is no current trading market for Everus common stock, although Everus expects that a limited market, commonly known as a “when-issued” trading market, will develop on the third trading day prior to the distribution date, and Everus expects “regular-way” trading of its common stock to begin on the first trading day following the completion of the distribution. Everus intends to apply to have its common stock authorized for listing on the New York Stock Exchange (“NYSE”) under the symbol “ECG.” MDU Resources common stock will continue to trade on the NYSE under the symbol “MDU.”

In reviewing this information statement, you should carefully consider the matters described under the caption “Risk Factors.”

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined if this information statement is truthful or complete. Any representation to the contrary is a criminal offense.

This information statement does not constitute an offer to sell or the solicitation of an offer to buy any securities.

The date of this information statement is [                   ].

This information statement will be made publicly available on or about [                  ]. Notice of this information statement’s availability will be first sent to MDU Resources stockholders on or about [                  ].

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TABLE OF CONTENTS

QUESTIONS AND ANSWERS ABOUT THE SEPARATION AND DISTRIBUTION			1
INFORMATION STATEMENT SUMMARY			8
RISK FACTORS			20
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			42
THE SEPARATION AND DISTRIBUTION			44
DIVIDEND POLICY			51
CAPITALIZATION			52
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS			54
BUSINESS			65
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			77
MANAGEMENT			109
DIRECTORS			111
COMPENSATION DISCUSSION AND ANALYSIS			119
DIRECTOR COMPENSATION			134
EVERUS CONSTRUCTION GROUP, INC. LONG-TERM PERFORMANCE-BASED INCENTIVE PLAN			135
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS			139
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES			145
DESCRIPTION OF MATERIAL INDEBTEDNESS			149
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			150
DESCRIPTION OF EVERUS CAPITAL STOCK			152
WHERE YOU CAN FIND MORE INFORMATION			156
INDEX TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS			F-1

Presentation of Information

Except as otherwise indicated or unless the context otherwise requires, the information included in this information statement about Everus Construction Group, Inc. assumes the completion of all of the transactions referred to in this information statement in connection with the separation and distribution. Unless the context otherwise requires, references in this information statement to “Everus,” “we,” “us” or “our” refer to Everus Construction Group, Inc., a Delaware corporation, and its consolidated subsidiaries. References in this information statement to “MDU Resources” or “MDU” refer to MDU Resources Group, Inc., a Delaware corporation, and its subsidiaries (other than, after the distribution, Everus and its consolidated subsidiaries), unless the context otherwise requires. References in this information statement to “Centennial” refer to CEHI, LLC, formerly known as Centennial Energy Holdings, Inc., a direct, wholly owned subsidiary of MDU Resources. References to Everus’ historical business and operations refer to the business and operations of Everus Construction, Inc. (formerly known as MDU Construction Services Group, Inc.) (“Everus Construction” or the “Company”) that will be transferred to Everus in connection with the separation and distribution. References in this information statement to the “separation” refer to the separation of Everus Construction from MDU Resources’ other businesses and the creation, as a result of the distribution, of an independent, publicly traded company, Everus Construction Group, Inc., to hold Everus Construction and the assets and liabilities associated with it and its business after the distribution. References in this information statement to the “distribution” refer to the distribution of 100% of the shares of Everus common stock to MDU Resources stockholders on a pro rata basis.

Further, Everus’ estimates and assumptions involve risks and uncertainties and are subject to change based on various factors, including those discussed in the “Risk Factors” section. These and other factors could cause results to differ materially from those expressed in the estimates and assumptions.

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Industry Information

The data included in this information statement regarding industry size and relative industry position is derived from a variety of sources, including company research, third-party studies and surveys, industry and general publications, and estimates based on Everus’ knowledge and experience in the industries in which it operates. Everus’ estimates have been based on information obtained from its customers, suppliers, trade and business organizations, and other contacts in the industry. Everus is responsible for all the disclosures contained in this information statement, and Everus believes that this third-party data is generally reliable and that its estimates are accurate as of the date of this information statement. However, Everus has not independently verified industry and market data from third-party sources. Further, Everus’ estimates and assumptions involve risks and uncertainties and are subject to change based on various factors, including those discussed in the “Risk Factors” section. These and other factors could cause results to differ materially from those expressed in the estimates and assumptions.

Non-GAAP Financial Data

All financial information presented in this information statement has been prepared in U.S. dollars in accordance with generally accepted accounting principles in the United States (“GAAP”), except for the presentation of the following non-GAAP financial measures: EBITDA, EBITDA Margin and Free Cash Flow. EBITDA is most comparable to the GAAP measure of net income and is defined as net income before interest expense, income taxes and depreciation and amortization. EBITDA Margin is most comparable to the GAAP measure of net income margin and is defined as EBITDA as a percentage of operating revenues. Free Cash Flow is most comparable to the GAAP measure of cash flows provided by (used in) operating activities. Free Cash Flow is defined as net cash provided by (used in) operating activities less net capital expenditures. Our non-GAAP financial measures are not standardized; therefore, it may not be possible to compare them with other companies’ measures of EBITDA, EBITDA Margin and Free Cash Flow having the same or similar names.

Everus presents EBITDA, EBITDA Margin and Free Cash Flow in this information statement because it believes such measures, in addition to corresponding GAAP measures, provide investors with additional information to measure Everus’ performance and liquidity. These non-GAAP financial measures are not intended as alternatives to GAAP financial measures. Everus uses EBITDA and EBITDA Margin, as well as the comparable GAAP measures of net income and net income margin, as indicators of Everus’ operating performance. Everus uses Free Cash Flow as well as the comparable GAAP measure of cash flows provided by (used in) operating activities, as a measure of cash available to Everus to invest in the growth of Everus’ business or that will be available to Everus to meet its obligations.

For more information on the use of non-GAAP metrics and reconciliations to their nearest GAAP financial measures, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures.”

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QUESTIONS AND ANSWERS ABOUT THE SEPARATION AND DISTRIBUTION

What is Everus Construction Group, Inc., and why is MDU Resources separating Everus’ business and distributing Everus stock?						Everus Construction Group, Inc., which is currently a direct wholly owned subsidiary of MDU Resources, was formed on February 28, 2024 to hold Everus Construction, Inc. (formerly known as MDU Construction Services Group, Inc.). The separation of Everus from MDU Resources and the distribution of Everus common stock are intended to provide you with equity ownership in two separate publicly traded companies that will be able to focus exclusively on each of their respective businesses. Everus and MDU Resources expect that the separation will result in enhanced long-term performance of each business for the reasons discussed in the section entitled “The Separation and Distribution—Reasons for the Separation.”
Why am I receiving this document?						MDU Resources is delivering this document to you because you are a holder of MDU Resources common stock. If you are a holder of MDU Resources common stock as of the close of business on [  ], the record date for the distribution, you will be entitled to receive one share of Everus common stock for every four shares of MDU Resources common stock that you held at the close of business on such date. If you sell your shares of MDU Resources common stock in the “regular-way” market after the record date and before the distribution, you also will be selling your right to receive shares of Everus common stock in the distribution. See “The Separation and Distribution—Trading Between the Record Date and Distribution Date.” This document will help you understand how the separation and distribution will affect your post-separation ownership in Everus and MDU Resources, respectively.
How will the separation of Everus from MDU Resources work?						As part of the separation, MDU Resources and its subsidiaries expect to conduct an internal reorganization to transfer Everus Construction to Everus. MDU Resources will then distribute 100% of the outstanding shares of Everus common stock to MDU Resources stockholders on a pro rata basis in a distribution intended to be generally tax-free to MDU Resources stockholders for U.S. federal income tax purposes. Prior to completing the separation, MDU Resources may adjust the percentage of Everus common stock to be distributed to MDU Resources stockholders or retained by MDU Resources in response to market and other factors, and it will amend this information statement to reflect any such adjustment. As a result of the distribution, Everus will become a separate public company. The number of shares of MDU Resources common stock you own will not change as a result of the separation and distribution.
Why is the separation of Everus structured as a distribution?						MDU Resources believes that a distribution of shares of Everus common stock to MDU Resources stockholders that is structured to be generally tax-free for U.S. federal income tax purposes is an efficient way to separate Everus Construction in a manner that will create long-term value for MDU Resources stockholders.
What is the record date for the distribution?						The record date for the distribution will be [  ].
When will the distribution occur?						The distribution is subject to a number of conditions, but, subject to the satisfaction or waiver of such conditions, it is expected that the distribution will occur at [  ] Eastern Time, on [  ], to holders of record of MDU Resources common stock at the close of business on [  ], the record date for the distribution.

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What do stockholders need to do to participate in the distribution?						Stockholders of MDU Resources as of the record date for the distribution will not be required to take any action to receive shares of Everus common stock in the distribution, but you are urged to read this entire information statement carefully. No stockholder approval of the distribution is required. You are not being asked for a proxy. You do not need to pay any consideration, exchange or surrender your existing shares of MDU Resources common stock or take any other action to receive your shares of Everus common stock. The distribution will not affect the number of outstanding shares of MDU Resources common stock or any rights of MDU Resources stockholders, although it will affect the market value of each outstanding share of MDU Resources common stock.
How will shares of Everus common stock be issued?						You will receive shares of Everus common stock through the same channels that you currently use to hold or trade MDU Resources common stock, whether through a brokerage account or another channel. Receipt of Everus’ shares will be documented for you in the same manner that you typically receive stockholder updates, such as monthly broker statements.
						If you own MDU Resources common stock as of the close of business on the record date for the distribution, MDU Resources, with the assistance of EQ Shareowner Services (“Equiniti”), the distribution agent for the distribution, will electronically distribute shares of Everus common stock to you or to your brokerage firm on your behalf in book-entry form.
						Equiniti will mail you a book-entry account statement that reflects your shares of Everus common stock, or your bank or brokerage firm will credit your account for the shares.
How many shares of Everus common stock will I receive in the distribution?						MDU Resources will distribute to you one share of Everus common stock for every four shares of MDU Resources common stock held by you as of close of business on the record date for the distribution. Based on approximately [          ] million shares of MDU Resources common stock outstanding as of [          ], a total of approximately [          ] million shares of Everus common stock will be distributed. For additional information on the distribution, see “The Separation and Distribution.”
Will MDU Resources distribute fractional shares of Everus common stock in the distribution?						No. MDU Resources will not distribute fractional shares of its common stock in the distribution. Fractional shares that MDU Resources stockholders would otherwise have been entitled to receive will be aggregated and sold in the public market by the distribution agent on behalf of MDU Resources stockholders. The aggregate net cash proceeds of these sales will be distributed pro rata (based on the fractional share such holder would otherwise be entitled to receive) to those stockholders who would otherwise have been entitled to receive fractional shares. Recipients of cash in lieu of fractional shares will not be entitled to any interest on the amounts of payment made in lieu of fractional shares.

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What are the conditions to the distribution?						The distribution is subject to final approval by the MDU Resources board of directors, as well as to the satisfaction (or waiver by MDU Resources in its sole discretion) of the following conditions:
						•the U.S. Securities and Exchange Commission (the “SEC”) shall have declared effective the registration statement of which this information statement forms a part; there shall be no order suspending the effectiveness of the registration statement in effect; and there shall be no proceedings for such purposes having been instituted or threatened by the SEC;
						•this information statement shall have been made available to the holders of record of shares of MDU Resources common stock at the close of business on [   ], the record date for the distribution;
						•MDU Resources shall have received a private letter ruling from the Internal Revenue Service (the “IRS”), satisfactory to the MDU Resources board of directors, regarding certain U.S. federal income tax matters relating to the separation and distribution, and such ruling shall not have been revoked or modified in any material respect;
						•MDU Resources shall have received one or more opinions from its tax advisors, in each case satisfactory to the MDU Resources board of directors, regarding certain U.S. federal income tax matters relating to the separation and distribution;
						•an independent appraisal firm acceptable to MDU Resources shall have delivered one or more opinions to the board of directors of MDU Resources confirming the solvency and financial viability of MDU Resources before the consummation of the distribution and of each of Everus and MDU Resources after consummation of the distribution, and such opinions shall have been acceptable to MDU Resources in form and substance in MDU Resources’ sole discretion and shall not have been withdrawn or rescinded;
						•the transfer of Everus Construction and the assets and liabilities associated with it and its business from MDU Resources to Everus on or prior to the distribution shall have occurred in accordance with the separation and distribution agreement to be entered into between Everus and MDU Resources in connection with the separation and the distribution, and the transfer of MDU Resources’ assets and liabilities contemplated to be transferred from Everus to MDU Resources on or prior to the distribution shall have occurred in accordance with the separation and distribution agreement;
						•all actions or filings necessary or appropriate under applicable U.S. federal, state or other securities or blue sky laws and the rules and regulations thereunder shall have been taken or made and, where applicable, have become effective or been accepted by the applicable governmental entity;
						•certain transaction agreements relating to the separation shall have been duly executed and delivered by the parties;
						•no order, injunction or decree issued by any court of competent jurisdiction, or other legal restraint or prohibition preventing the consummation of the separation, distribution or any of the related transactions, shall be in effect;
						•the shares of Everus common stock to be distributed shall have been approved for listing on the NYSE, subject to official notice of distribution;

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						•Everus shall have entered into the debt financing transactions described in this information statement that are contemplated to occur on or prior to the separation and distribution; and
						•no other event or development shall exist or have occurred that, in the judgment of MDU Resources’ board of directors, in its sole discretion, makes it inadvisable to effect the separation, distribution and other related transactions.
						Neither Everus nor MDU Resources can assure you that any or all of these conditions will be met. In addition, MDU Resources can decline at any time to go forward with the separation and distribution. MDU Resources may also waive any of the conditions to the distribution. For a complete discussion of all of the conditions to the distribution, see “The Separation and Distribution—Conditions to the Distribution.”
What is the expected date of completion of the distribution?						The completion and timing of the distribution are dependent upon a number of conditions. It is expected that the shares of Everus common stock will be distributed by MDU Resources at [  ] Eastern Time, on [  ], to holders of record of MDU Resources common stock at the close of business on [  ], the record date for the distribution. However, no assurance can be provided as to the timing of the distribution or that all conditions to the distribution will be met.
Can MDU Resources decide to cancel the distribution of Everus common stock even if all the conditions have been met?						Yes. Until the distribution has occurred, MDU Resources has the right to terminate the distribution, even if all of the conditions described in the section entitled “The Separation and Distribution—Conditions to the Distribution” are satisfied.
What if I want to sell my MDU Resources common stock or my Everus common stock?						If you sell your shares of MDU Resources common stock prior to or on the distribution date, you may also be selling your right to receive shares of Everus common stock. See “The Separation and Distribution—Trading Between the Record Date and Distribution Date.” You are encouraged to consult with your financial advisor regarding the specific implications of selling your MDU Resources common stock prior to or on the distribution date.
What is “regular-way” and “ex-distribution” trading of MDU Resources common stock?						Beginning on the third trading day prior to the distribution date and continuing up to and through the distribution date, it is expected that there will be two markets in MDU Resources common stock: a “regular-way” market and an “ex-distribution” market. MDU Resources common stock that trades in the “regular-way” market will trade with an entitlement to shares of Everus common stock distributed pursuant to the distribution. Shares that trade in the “ex-distribution” market will trade without an entitlement to shares of Everus common stock distributed pursuant to the distribution. If you are the registered holder of your shares on the record date and want to sell your shares before the distribution date, you should determine whether you want to sell your shares with or without an entitlement to shares of Everus common stock in the distribution, and make any trades in the “regular-way” or “ex-distribution” market accordingly. If you hold your shares in “street name” on the record date and want to sell your shares before the distribution date, you should make sure your stockbroker, bank or other nominee understands whether you want to sell your MDU Resources common stock with or without your entitlement to Everus common stock pursuant to the distribution.

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Where will I be able to trade shares of Everus common stock?						Everus intends to list its common stock on the NYSE under the symbol “ECG.” Everus anticipates that trading in shares of its common stock will begin on a “when-issued” basis on the third trading day prior to the distribution date and will continue up to and through the distribution date, and that “regular-way” trading in Everus common stock will begin on the first trading day following the completion of the distribution. If trading begins on a “when-issued” basis, you may purchase or sell shares of Everus common stock up to and through the distribution date, but your transaction will not settle until after the distribution date. Everus cannot predict the trading prices for its common stock before, on or after the distribution date.
What will happen to the listing of MDU Resources common stock?						MDU Resources common stock will continue to trade on the NYSE under the symbol “MDU.”
Will the number of shares of MDU Resources common stock that I own change as a result of the distribution?						No. The number of shares of MDU Resources common stock that you own will not change as a result of the distribution.
Will the distribution affect the market price of my shares of MDU Resources common stock?						Yes. As a result of the distribution, MDU Resources expects the trading price of MDU Resources common stock immediately following the distribution to be lower than the “regular-way” trading price of such stock immediately prior to the distribution because the trading price will no longer reflect the value of Everus Construction. There can be no assurance that the aggregate market value of shares of MDU Resources common stock and Everus common stock following the distribution will be higher or lower than the market value of shares of MDU Resources common stock if the separation and distribution did not occur. This means, for example, that the combined trading prices of four shares of MDU Resources common stock and one share of Everus common stock after the distribution may be equal to, greater than or less than the trading price of four shares of MDU Resources common stock before the distribution.
What are the material U.S. federal income tax consequences of the separation and distribution?						It is a condition to the distribution that MDU Resources receive a private letter ruling from the IRS and one or more opinions from its tax advisors, in each case satisfactory to the MDU Resources board of directors, regarding certain U.S. federal income tax matters relating to the separation and distribution. MDU Resources has applied for a private letter ruling from the IRS. Accordingly, for U.S. federal income tax purposes, it is expected that MDU Resources stockholders generally will not recognize any gain or loss upon receipt of Everus common stock pursuant to the distribution, except with respect to any cash received in lieu of fractional shares. You should carefully read the section entitled “Material U.S. Federal Income Tax Consequences” and should consult your own tax advisor about the particular consequences of the distribution to you, including the application of U.S. federal, state and local and non-U.S. tax laws.

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What will happen to my tax basis in my MDU Resources stock?						If you do not sell your MDU Resources stock in advance of the distribution, your tax basis will be adjusted and the aggregate tax basis of the MDU Resources common stock and Everus common stock received in the distribution (including any fractional share interest in Everus common stock for which cash is received) will equal the aggregate tax basis of MDU Resources common stock immediately prior to the distribution, allocated between the MDU Resources common stock and Everus common stock (including any fractional share interest in Everus common stock for which cash is received) in proportion to the relative fair market value of each on the date of the distribution. You should carefully read the section entitled “Material U.S. Federal Income Tax Consequences” and should consult your own tax advisor about the particular consequences of the distribution to you, including the application of U.S. federal, state and local and non-U.S. tax laws.
What will Everus’ relationship be with MDU Resources following the separation and distribution?						Following the distribution, MDU Resources stockholders will own 100% of the outstanding shares of Everus common stock, and Everus and MDU Resources will be separate companies with separate management teams and separate boards of directors. Prior to the distribution, Everus will enter into a separation and distribution agreement with MDU Resources to effect the separation and distribution and provide a framework for its relationship with MDU Resources after the separation. Additionally, Everus and MDU Resources will enter into certain other agreements, such as a transition services agreement, a tax matters agreement and an employee matters agreement, which will provide for the allocation between Everus and MDU Resources of the assets, employees, liabilities and obligations (including its investments; property, including intellectual property; employee benefits; and tax-related assets and liabilities) of MDU Resources and its subsidiaries attributable to periods prior to, at and after Everus’ separation from MDU Resources and will govern the relationship between Everus and MDU Resources subsequent to completion of the separation. For additional information regarding the separation and distribution agreement and other transaction agreements between Everus and MDU Resources, see “Risk Factors—Risks Related to the Separation and Distribution” and “Certain Relationships and Related Person Transactions.”
Who will manage Everus after the separation?						Everus’ management team will be led by Jeffrey S. Thiede, who will be the President and Chief Executive Officer after the separation. For more information regarding Everus’ management and directors, see “Management” and “Directors.”
Are there risks associated with owning Everus common stock?						Yes. Ownership of Everus common stock is subject to both general and specific risks relating to Everus’ business, the industry in which it operates, its ongoing contractual relationships with MDU Resources and its status as a separate, publicly traded company. Ownership of Everus common stock is also subject to risks relating to the separation and the distribution. These risks are described in the “Risk Factors” section of this information statement. You are encouraged to read that section carefully.
Does Everus plan to pay dividends?						The timing, declaration, amount and payment of any dividends in the future will be subject to the sole discretion of Everus’ board of directors and will depend on many factors. See “Dividend Policy.” Moreover, if Everus determines to pay any dividend in the future, there can be no assurance that Everus will continue to pay such dividends or the amount of such dividends. See “Risk Factors—Risks Related to the Separation and Distribution.”

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Will Everus incur any indebtedness prior to or at the time of the distribution?						Yes. In connection with the separation and distribution, Everus anticipates that it will enter into a five-year credit agreement, whereby Everus will have the capacity to incur indebtedness in an aggregate principal amount of up to $525 million. Such indebtedness is expected to consist of $300 million in aggregate principal amount of term loans and a $225 million revolving credit facility, under which Everus expects to have $40 million outstanding as of the separation date based on projected working capital needs. Everus expects that a portion of the net proceeds of such indebtedness will be used to repay its outstanding indebtedness with MDU Resources. A portion of the proceeds remaining after the repayment of intercompany indebtedness will be distributed to MDU Resources, with the remainder being retained by Everus. Additional details regarding such financing arrangements will be included in an amendment to this information statement. See “Description of Material Indebtedness” and “Risk Factors—Risks Related to the Separation and Distribution.”
Who will be the distribution agent, transfer agent and registrar for shares of Everus common stock?						The distribution agent, transfer agent and registrar for shares of Everus common stock will be Equiniti. For questions relating to the transfer or mechanics of the stock distribution, you should contact Equiniti’s toll free number at 1-800-468-9716.
Where can I find more information about MDU Resources and Everus?						Before the distribution, if you have any questions relating to MDU Resources, you should contact:
						MDU Resources Group, Inc. 1200 West Century Avenue P.O. Box 5650 Bismarck, North Dakota 58506-5650 Attention: Investor Relations Phone: (866) 866-8919
						After the distribution, stockholders who have any questions relating to Everus should contact Everus at:
						Everus Construction Group, Inc. 1730 Burnt Boat Drive Bismarck, North Dakota 58503 Attention: Investor Relations Phone: (701) 221-6400
						Everus maintains a website at www.everus.com. The Everus website and the information contained therein or connected thereto are not incorporated into this information statement or the registration statement of which this information statement forms a part, or in any other filings with, or any information furnished or submitted to, the SEC.

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INFORMATION STATEMENT SUMMARY

Except as otherwise indicated or unless the context otherwise requires, the information included in this information statement about Everus Construction Group, Inc. assumes the completion of all of the transactions referred to in this information statement in connection with the separation and distribution. Unless the context otherwise requires, references in this information statement to “Everus,” “we,” “us” or “our” refer to Everus Construction Group, Inc., a Delaware corporation, and its consolidated subsidiaries. References in this information statement to “MDU Resources” refer to MDU Resources Group, Inc., a Delaware corporation, and its subsidiaries (other than, after the distribution, Everus and its consolidated subsidiaries), unless the context otherwise requires. References to Everus’ historical business and operations refer to the business and operations of Everus Construction, Inc. (formerly known as MDU Construction Services Group, Inc.) (“Everus Construction”) that will be transferred to Everus in connection with the separation and distribution. References in this information statement to the “separation” refer to the separation of Everus Construction from MDU Resources’ other businesses and the creation, as a result of the distribution, of an independent, publicly traded company, Everus, to hold Everus Construction and the assets and liabilities associated with it and its business after the distribution. References in this information statement to the “distribution” refer to the distribution of 100% of the shares of Everus common stock to MDU Resources stockholders on a pro rata basis.

Our Company

Everus is a leading construction solutions provider headquartered in Bismarck, North Dakota, offering specialty contracting services to a diverse set of end markets across the United States. We operate across two segments, Electrical & Mechanical (“E&M”) and Transmission & Distribution (“T&D”), and deliver services through our 15 wholly owned operating companies (the “Operating Companies”), which go to market under 20 local brands allowing Everus to differentiate the services it provides and geographical markets it serves. E&M is made up of nine wholly owned Operating Companies and T&D is made up of six wholly owned Operating Companies.

Everus’ historical business was established in 1997 through MDU Resources’ acquisition of International Line Builders and has expanded its capabilities significantly since then through targeted entry into new geographies and more than 25 acquisitions. Today, Everus ranks as the 10th largest specialty contractor in the United States according to the Engineering News-Record, serving approximately 3,700 customers across more than 40,000 projects across the United States in 2023. Our number of employees fluctuates at any given time depending on the number and scale of projects, and in 2023, we had more than 9,000 employees at peak across all functions and sites.

Our specialty contracting services across E&M and T&D are provided to customers in the commercial, industrial, institutional, service, renewables, utility and transportation end markets, among others. We go to market through a decentralized operating model that aligns with our 4 EVER Strategy—Employees, Value, Execution and

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Relationships. This focused strategy enhances the competitive position of our Operating Companies in their respective markets through local brand reputation and delivery, while providing corporate support across people, processes and systems to drive differentiated outcomes for our customers.

The consistent strategic execution across our 4 EVER Strategy underpins our ability to realize strong organic growth and free cash flow generation. We continue to see strong demand across the end markets and geographies we serve, supported by a variety of secular trends, including rising investment levels in data center infrastructure, grid hardening initiatives, factory automation and increased government support for reshoring high-tech manufacturing to the United States. This demand, combined with our disciplined approach to project management, provides us significant visibility into our business, which is reflected in our 2023 backlog of $2.01 billion, which we maintained close to the level achieved in 2022 of $2.13 billion. As a result of our ability to meet the demand for our services, we have been able to grow our revenue to $2.85 billion in 2023 at a compounded annual growth rate (“CAGR”) of 10.8% since 2021 and our EBITDA to $222.6 million in 2023 from $168.6 million in 2021. For a discussion and reconciliation of EBITDA, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures.”

Business Segments

We operate across two operating segments, E&M and T&D. For 2023, our E&M segment generated 74% of our revenues with 6.3% operating income as a percentage of segment revenues, and our T&D segment generated approximately 26% of our revenues with 10.0% operating income as a percentage of segment revenues.

Our E&M segment primarily serves general contractor and end-use customers, with demand driven by secular tailwinds for infrastructure development and maintenance in the commercial, industrial, institutional, service and renewables end markets, among others. E&M offers a wide variety of specialty contracting services, including construction and maintenance of electrical and communication wiring, fire suppression systems, and mechanical piping and services, to customers in both the public and private sectors. Our work within the commercial end market leverages our deep expertise within the hospitality and entertainment sector, as well as high tech and data center projects, in addition to more standard commercial projects. Our work within the industrial end market is driven by the need for industrial installations as well as renovations, upgrades and expansions. Within the institutional end market, work is driven by activity in the education and government sectors. Our service work is driven by smaller projects, which can be standalone engagements or recurring maintenance work. Within the renewables end market, we execute projects ranging in size from local electric vehicle charging stations to large-scale solar generation. E&M has a broad and diversified geographic presence, with a strong footprint across the United States. For 2023, E&M was comprised of nine Operating Companies with more than 7,200 employees at peak, offices in 26 cities and a physical presence in 12 states throughout the United States.

Our T&D segment primarily serves electric and natural gas utility customers, as well as customers in the transportation end market, in the West and Midwest regions of the United States. T&D specializes in transmission and distribution construction and offers a broad set of specialty contracting services, including the construction and maintenance of overhead and underground electrical, gas and communication infrastructure. In addition to its specialty contracting services, T&D also designs, manufactures, sells and rents overhead and underground line-stringing equipment and tools. This equipment-serving capability complements T&D’s projects of various size and scope, while providing customers with exceptional service and fast distribution and delivery. The T&D segment also provides solutions across excavation and underground boring, substations, signals and lighting, and emergency restoration. Demand for these services is driven by increased utility spend on aging infrastructure, system hardening, grid reliability initiatives, natural disasters and other weather-related events. T&D has a significant geographical presence in Missouri, California, Montana and Oregon, in addition to equipment rental and manufacturing distribution centers in Arizona, Texas, Georgia, Illinois, Oregon and Ohio. For 2023, T&D was comprised of six Operating Companies with more than 1,900 employees at peak, offices in 26 cities and a physical presence in 12 states throughout the United States.

We allocate general corporate overhead costs that we chose not to allocate directly to E&M or T&D to Other as these costs are not considered part of management’s evaluation of reportable segment operating performance. We also allocate costs related to certain assets not directly attributable to either E&M or T&D to Other.

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Our Competitive Strengths

Everus’ strengths include the following:

Broad geographic reach with local service delivery throughout the United States. Everus is headquartered in Bismarck, North Dakota, with executive, administrative and support staff at the corporate level. We are present in 58 offices nationwide. With authorization to work in nearly every state and the District of Columbia, we have the ability to execute work in new markets based on project attractiveness and customer demand. Additionally, we have 14 pre-fabrication facilities with more than 325,000 square feet of space to support local project sites and maintain strong relationships with local unions to ensure reliable and highly specialized labor availability. In 2023, Everus performed more than 40,000 active projects through more than 17.5 million total hours worked. Our long-term presence in key regional markets throughout the Western, Midwestern and Eastern regions has allowed us to capitalize on large opportunities across high-tech manufacturing facilities, data centers, hospitality centers, and large utilities, resulting in robust opportunities and continued project work in the regions. As our customers expand their operations to other states and regions, they often engage additional Operating Companies on projects, helping us expand our national reach. Everus’ relationships with and recognition among local unions ensure reliable, highly specialized and professional labor.

Value-added, full-service solutions provider with deep bench of professional and specialized labor. Everus’ full-service project approach involves a thorough upfront planning process, which provides a strong foundation for the design-assist, construction and installation phases. Pre-job coordination meetings are required for all jobs greater than $1 million in size or longer than two months in duration, and project schedules are developed and maintained through meticulous pre-planning and project detailing. Our diligent project planning, development and execution processes set us apart from an estimate and delivery standpoint, especially as the pace of project bidding accelerates. We maintain a skilled and dedicated team of employees across all levels who take pride in serving customers with the highest quality work. Our approximately 9,000 employees at peak in 2023 include thousands of specialized craft employees within our field delivery model. A number of specialized employees and leaders have progressed into technical or senior leadership roles, further fortifying the strength of Everus’ union relationships nationwide. Our extensive relationships with local unions provide for a reliable source of labor, guided by our full-time, on-site project managers who drive day-to-day field operations and safety coordination. Project managers have long-term experience within the industry in addition to multiple years of experience within Everus itself. Our general foremen and foremen are highly skilled workers focused in a specific area, such as electrical or line work, and also serve in a leadership capacity within their specialization. The presence of highly qualified and seasoned leaders within the delivery model contributes to our track record of safety and success in project execution. Field workers, who comprise the majority of our field delivery team, are supported with oversight from more experienced field members. The structure of our field delivery model enables us to both attract labor reliably and quickly and transition to a leaner workforce structure as needed, thereby allowing us to flex the size of the workforce we engage depending on the size and number of current projects.

Diverse and attractive revenue base. Everus provides services across two attractive and growing markets in the United States, E&M and T&D. Our work within E&M tends to be larger in nature and consists of longer-term projects that require specialized expertise, as compared to a higher number of small- to medium-sized projects in the T&D segment. Our T&D work consists primarily of recurring upgrade and maintenance work completed for utility and local government customers within our existing regions, with some event-driven storm response work that is short-term, localized and highly profitable. We anticipate the end markets we serve within E&M will see substantial growth in the coming years, with exposure to highly attractive secular tailwinds such as the increase in demand for data center capacity, electrification and the transition to renewables. Within T&D, the maintenance and replacement of aging infrastructure is driving growth in the utilities end market, and government support in the form of laws such as the Infrastructure Investment and Jobs Act is driving demand for our services in the transportation end market. Everus has an attractive mix of opportunities in both our E&M and T&D segments driven by master service agreements and contracted projects supported by our risk management and project oversight framework.

Highly attractive end-market mix with strong tailwinds driving near- and long-term upside. The markets for E&M and T&D services are rapidly expanding, according to the U.S. Census Bureau, with total construction spending growing from $1.65 trillion in 2021 to $1.98 trillion in 2023, at a CAGR of 9.7%. This growth is driven by

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increased construction and infrastructure spending. Everus’ addressable market includes several highly attractive end markets, including commercial, industrial, institutional, service, renewables, utility and transportation end markets, among others. Within the commercial end market, Everus serves a variety of attractive sectors, including data centers, high tech and hospitality and entertainment. Within the industrial end market, the rapid pace of technological change is driving a continuous need for installations, renovations, upgrades and expansions of manufacturing facilities. Demand for our services in the renewables space continues to rise as demand and government support for electric vehicle charging, solar generation and energy storage increases. Within the utility end market, several attractive tailwinds are driving demand, including aging infrastructure, utility capex budgets and system reliability and resiliency programs, such as the adaptation of existing infrastructure to meet new environmental regulations. Our presence in a broad and diverse set of end markets presents us with opportunities to deploy into the most attractive industries and pivot as markets change. As our existing customers expand into additional and growing end markets, our strong relationships enable us to expand our partnership and grow alongside them.

Long-tenured relationships with marquee customers. Everus’ business model fosters strong, close-knit relationships with local contractors and end customers. In 2023, we served approximately 3,700 customers across more than 40,000 projects, with our top 10 customers contributing approximately 45% of our total revenue of $2.85 billion dollars. We have long-standing relationships with many of our customers, serving as a testament to our customer-oriented culture and history of operational excellence. Our customer base is diverse and ranges from large technology companies to utility providers and local municipalities. Contracts with these various types of customers generally are awarded in the form of a competitive or negotiated bid or master service agreement arrangement. A significant amount of the work we complete is competitively awarded by evaluating non-price items, such as Everus’ pre-construction and design-assist services, and our safety record. We develop strong working relationships by delivering on the key criteria that our larger customers seek, namely scale, professionalism, safety and timely project execution. Moreover, our corporate leadership allows us to strengthen local relationships, while fortifying our reputation of safety and project execution excellence, driving repeat opportunities with our best customers.

Comprehensive platform with decentralized and entrepreneurially focused operating model. Everus’ corporate structure features two reportable segments, E&M, which is made up of nine wholly owned Operating Companies, and T&D, which is made up of six wholly owned Operating Companies. Each Operating Company is led by individual presidents, delivering a wide range of services to our vast network of contractors, builders and end-market customers. Our Operating Company presidents have an average industry tenure of 33 years and an average Everus tenure of 18 years, which enables them to develop teams, build customer relationships and create a track record of success. This decentralized approach allows the Operating Companies to build strong relationships with regional customers, driving repeat work through a history of trust and successful project execution. Positive rapport among local unions also provides consistent and reliable access to the best talent. Our extensive local knowledge and pool of specialized labor go hand in hand to ensure employee safety and quality project delivery. Our Operating Companies are supported by a long-tenured corporate team that provides oversight, support services and mentorship. The corporate team also develops businesswide safety training and procedural manuals to promote consistency across the organization and reduce the burden on local management. The alignment and support between Everus corporate and the Operating Companies drives execution, efficiencies and success, while enabling us to establish relationships with regional customers and promote a shared culture of safety, financial strength and team accountability.

Compelling financial performance with strong free cash flow generation. Everus has achieved strong revenue growth with a three-year revenue CAGR of 10.8% from 2021 through 2023. E&M operating margin for 2023 was 6.3%, and T&D operating margin was 10.0%. Everus’ historical EBITDA CAGR from 2021 through 2023 was 8.7%. Everus’ EBITDA Margin was 7.8% in 2023, supported by experienced corporate leadership, strong policies and procedures, a robust risk management framework and a track record of strong execution. Everus also has compelling free cash flow generation with minimal capital requirements, with free cash flow of $152.0 million in 2023. Our capital expenditures have averaged 1.3% of revenue between 2021 and 2023, primarily driven by maintenance spending. For a discussion and reconciliation of EBITDA and EBITDA Margin, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures.”

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Highly experienced management team with demonstrated track record of success. Everus’ senior management team has extensive experience, with an average of 29 years in the industry. In addition to their substantial industry experience, certain members of the management team have been with Everus for decades, building the business from a group of small, regional brands to a national service provider. Jeffrey S. Thiede, President and CEO of Everus, was previously the president of two Operating Companies before assuming his current role in 2013. In addition to corporate senior management, the presidents of the 15 Operating Companies have an average industry tenure of 33 years and an average Everus tenure of 18 years. The presidents serve as the representatives of their respective Operating Company and provide senior management with crucial insight into local operations. Everus corporate leaders and the Operating Company presidents form a critical network of senior experience across the organization. This group meets regularly to discuss the opportunities for major project work, collaborate and refine company strategy and share operational and safety best practices. Each level of management has multiple years of industry exposure over many business cycles, influencing Everus’ focus on cultivating and maintaining positive customer relationships, creating comprehensive and relevant safety policies and procedures and continuing operational excellence.

Growth Strategy

As an independent company, we will focus on the development, growth and expansion of our business, with increased flexibility to pursue strategic and financial plans suited to our industry. We are focused on long-term opportunities that will deliver profitable revenue growth. Our growth strategy is underpinned by our safety-first approach and is supported by an ongoing commitment to the development of our people.

We plan to pursue the following strategies to drive value creation and grow our business:

Grow share within existing markets. The first of our growth strategies is to win more profitable contracts in the markets where Everus already has existing relationships and where Everus has a reputation for excellent project execution and safety across complex and diversified projects. We benefit from the strong positioning of our Operating Companies within their respective regions and the access to talented and quality labor that this positioning provides. Our track record of organic growth is indicative of the success we have in growing market share with our existing customers. Over time, we have been able to leverage our reputation to expand our customer base within existing regions and end markets. Further, we plan to increase our revenue in a number of target regions where we currently have a smaller presence by growing our share with existing customers and by growing our overall customer base.

Through our E&M segment, we have strong multiyear relationships with major contractors and large corporate customers in attractive end markets. The successful delivery of previous projects for our existing customers is the most effective way for us to generate further revenue. We have experience with E&M customers and projects of all sizes, which allows us to pursue new business across a large range of the available work within our existing markets. Within the T&D industry, customers have an acute focus on the reputation and quality of their service providers, which they regulate through various pre-qualification requirements and processes that are unique to each customer. The industry also is highly regulated, and the focus on safety and reliability of contractors is driven by both the importance of safe provision of utilities to end-market customers and environmental protection. Holding the right pre-qualifications and maintaining a reputation for quality are the most important factors in growing our T&D segment. Everus has a strong track record of achieving and exceeding customer pre-qualification requirements. We actively work to position ourselves with our existing and potential T&D customers as a safe and high-quality service provider, by adopting the key performance indicator reporting frameworks of potential customers and actively managing existing projects to ensure performance requirements are met. We leverage our existing customer relationships to get pre-qualified with target customers, work collaboratively to understand expectations and secure new contract work with existing and new customers. We further support organic growth by holding all employees and labor to the highest standards and providing training over and above what is required by local authorities to ensure safety.

Geographic expansion via satellite projects. We have identified opportunities to grow with our existing customers who look to use our services in locations outside our core service areas. By leveraging our work on critical and complex projects, track record of safety and depth of specialized talent, we are able to target new work

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in additional geographies, with a preference for new customer locations where we have an existing presence, which allows us to deepen our local relationships and operating experience. Everus has successfully partnered with customers in multiple states as those customers have expanded their footprint across the United States, and we plan to continue to work with our existing customers as they grow into new regions. There are several large corporate and general contractor customers with whom we are prepared to repeat this strategy of growing through satellite projects, and we believe there is sufficient additional opportunity within regions where we already operate to continue growing through this strategy. In select situations where we are entering a new region with no Operating Company presence, we will partner with another contractor to ensure that we can deliver the right resources to our satellite projects until we establish a standalone presence.

Further penetrate higher-growth sectors within our existing end markets. We have identified several sectors of our end markets that are attractive based on current investment levels, long-term projected industry growth rates and existing competitive landscape. Everus already operates in each of these sectors and has entrenched relationships within each with top customers. Our ability to win work in these attractive markets is driven by our experience, specialized and value-added capabilities and access to the best talent. These sectors include, but are not limited to, mission critical technologies, renewables, and health care for our E&M segment, and utility transmission, distribution, natural gas and communications for our T&D segment. Positive industry momentum from the global shift to digital, innovation in technology, sector and governmental regulatory requirements, aging infrastructure and climate concerns have further improved our project opportunities in these identified sectors.

Our strategy to further penetrate attractive sectors within our existing end markets is grounded in our track record of high-quality project execution and our national footprint. Our strategic planning process tracks the largest project opportunities, and in many instances, we already have successfully entered that end market and developed a reputation for project execution excellence, further supplying attractive projects and promoting close customer relationships. We also leverage our decentralized model to grow within these sectors by using Everus’ network relationships to funnel opportunities to the Operating Companies located in the relevant regions.

Inorganic growth through M&A. Our industry is highly fragmented, and there are many opportunities to make accretive acquisitions that complement the strategic position of our business and its growth trajectory. We have completed more than 25 acquisitions in the last 27 years and have a strong track record of creating value through acquisitions, by both successfully integrating these acquisitions and growing the revenue of the acquired companies over time. We expect M&A to continue to be an attractive method for us to meet our strategic objective of delivering revenue and earnings growth. Our existing customer relationships enable us to source new deals, and we believe our pipeline of accretive M&A opportunities is large, which provides us with ample opportunities to build on our existing strong platform. Through these customer networks, we have identified multiple attractive acquisition candidates. We target companies with an excellent safety record, demonstrated expertise and capabilities in end markets that are complementary to our existing business, high-quality relationships with local labor, and strong management teams and operating cultures. We are focused on ensuring that our approach to M&A remains disciplined, and we will continue to evaluate acquisition opportunities to bolster our presence in select regional markets and to broaden and enhance our service offerings.

Summary of Risk Factors

An investment in Everus is subject to a number of risks, including risks relating to its business, the separation and distribution, and Everus common stock. Set forth below is a high-level summary of some, but not all, of these risks. Please read the information in the section captioned “Risk Factors” for a more thorough description of these and other risks.

Risks Related to Everus’ Business

•Everus’ business is seasonal and subject to weather conditions that could adversely affect its operations, revenues and the timing of cash flows.

•Everus operates in a highly competitive industry.

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•Everus’ operations may be negatively affected if it is unable to retain its current customers and obtain new customer contracts.

•Everus’ operations may be negatively affected if Everus is unable to hire, develop and retain key personnel and skilled labor forces.

•Economic volatility affects Everus’ operations, as well as the demand for its products and services.

•A material portion of Everus’ business depends on its ability to provide surety bonds.

•Everus’ backlog may not accurately represent future revenue.

•Supply chain disruptions may adversely affect Everus’ operations.

•Volatility in the prices or availability of certain materials and equipment used in Everus’ business and those of its customers, including as a result of inflation, geopolitical instability, and protectionist trade measures, could adversely affect Everus’ business, financial position, results of operations, and cash flows.

•Everus is subject to capital market and interest rate risks.

•Reductions in Everus’ credit ratings could increase financing costs.

•Everus may be negatively impacted by pending and/or future litigation, claims or investigations.

•Everus is exposed to risk of loss resulting from the nonpayment and/or nonperformance by its customers and counterparties.

•Everus’ business is based in part on government-funded infrastructure projects and building activities, and any associated funding and regulatory changes or requirements in these areas could have an adverse effect.

•If Everus fails to comply with requirements imposed by applicable law or other governmental regulations, it could become subject to lawsuits, investigations and other liabilities and restrictions on its operations that could significantly and adversely affect Everus’ business, financial condition or results of operations.

•Everus’ operations are subject to environmental laws and regulations that may increase costs of operations, impact or limit business plans, or expose Everus to environmental liabilities.

•Costs related to obligations under multiemployer pension plans could have a material negative effect on Everus’ results of operations and cash flows.

Risks Related to the Separation and Distribution

•Everus has no recent history of operating as an independent, public company, and its historical and pro forma financial information is not necessarily representative of the results that it would have achieved as a separate, publicly traded company and may not be a reliable indicator of its future results.

•If the distribution, together with certain related transactions, does not qualify as a transaction that is generally tax-free for U.S. federal income tax purposes, MDU Resources, Everus and MDU Resources stockholders could be subject to significant tax liabilities and, in certain circumstances, Everus could be required to indemnify MDU Resources for material taxes and other related amounts pursuant to indemnification obligations under the tax matters agreement.

•U.S. federal income tax consequences may restrict Everus’ ability to engage in certain desirable strategic or capital-raising transactions after the separation.

•Everus may not achieve some or all of the expected benefits of the separation, and the separation may materially and adversely affect its financial position, results of operations and cash flows.

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•Everus or MDU Resources may fail to perform under various transaction agreements that will be executed as part of the separation or Everus may fail to have necessary systems and services in place when certain of the transaction agreements expire.

•Everus’ inability to resolve favorably any disputes that arise between Everus and MDU Resources with respect to their past and ongoing relationships may adversely affect Everus’ operating results.

•In connection with the separation from MDU Resources, Everus will incur debt obligations that could adversely affect its business, profitability and its ability to meet obligations.

•A lowering or withdrawal of the ratings, outlook or watch assigned to Everus’ new debt securities by rating agencies may increase its future borrowing costs and reduce its access to capital.

•As an independent, publicly traded company, Everus may not enjoy the same benefits that it did as a segment of MDU Resources.

Risks Related to Everus Common Stock

•Everus cannot be certain that an active trading market for its shares of common stock will develop or be sustained after the distribution, and following the distribution, its stock price may fluctuate significantly.

•The combined post-separation value of four shares of MDU Resources common stock and one share of Everus common stock may not equal or exceed the pre-distribution value of four shares of MDU Resources common stock.

•A significant number of shares of Everus’ common stock are or will be eligible for future sale, which may cause the market price of Everus common stock to decline.

•There may be substantial changes in Everus’ stockholder base.

•Your percentage of ownership in Everus may be diluted in the future.

•Everus cannot guarantee the timing, declaration, amount or payment of dividends, if any, on its common stock.

The Separation and Distribution

On November 2, 2023, MDU Resources announced its intention to separate Everus Construction (formerly known as MDU Construction Services Group, Inc.) from MDU Resources. On March 12, 2024, in connection with the planned separation, MDU Resources changed the name of MDU Construction Services Group, Inc. to Everus Construction, Inc. The separation will occur by means of a pro rata distribution to MDU Resources stockholders of 100% of the outstanding shares of common stock of Everus, which was formed to hold Everus Construction and its subsidiaries and the assets and liabilities associated with Everus Construction’s business.

Following the distribution, MDU Resources stockholders will own 100% of the outstanding shares of Everus common stock, and Everus will be a separate public company from MDU Resources.

On [                    ], the MDU Resources board of directors approved the distribution of 100% of Everus’ issued and outstanding shares of common stock on the basis of one share of Everus common stock for every four shares of MDU Resources common stock held as of the close of business on [                   ], the record date for the distribution, subject to the satisfaction or waiver of the conditions to the distribution as described in this information statement. For a more detailed description of these conditions, see “The Separation and Distribution—Conditions to the Distribution.”

Everus’ Post-Separation Relationship with MDU Resources

After the distribution, MDU Resources and Everus will be separate companies with separate management teams and separate boards of directors. Prior to the distribution, Everus will enter into a separation and distribution

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agreement with MDU Resources, which is referred to in this information statement as the “separation agreement” or the “separation and distribution agreement.” In connection with the separation, Everus will also enter into various other agreements to effect the separation and provide a framework for its relationship with MDU Resources after the separation, such as a transition services agreement, a tax matters agreement and an employee matters agreement. These agreements will provide for the allocation between Everus and MDU Resources of MDU Resources’ assets, employees, liabilities and obligations (including its investments, property (including intellectual property), employee benefits and tax-related assets and liabilities) attributable to periods prior to, at and after the distribution, and will govern certain relationships between Everus and MDU Resources after the distribution.

For additional information regarding the separation agreement and the other transaction agreements and the transactions contemplated thereby, see “Risk Factors—Risks Related to the Separation and Distribution,” “The Separation and Distribution” and “Certain Relationships and Related Person Transactions.”

Reasons for the Separation

The MDU Resources board of directors believes that separating Everus from the remaining businesses of MDU Resources is in the best interest of MDU Resources and its stockholders for a number of reasons, including:

•Heightened Strategic Focus. The separation will allow Everus and MDU Resources to more effectively pursue their distinct operating priorities and strategies and will enable the management of both companies to pursue unique opportunities for long-term growth and profitability. Everus’ management will be able to focus exclusively on its construction services business, while the management of MDU Resources will remain dedicated to its remaining businesses.

•Tailored Capital Allocation Strategies. The separation will permit each company to concentrate its financial resources solely on its own operations, providing greater flexibility to invest capital in its business at a time and in a manner appropriate for its distinct strategy and business needs. This will facilitate a more efficient allocation of capital based on each company’s profitability, cash flow and growth opportunities.

•Optimized Capital Structures. The separation will allow Everus and MDU Resources to each benefit from distinct capital structures and financial policies tailored to its separate business profile and needs. The separation will create independent equity securities for Everus and MDU Resources, affording each direct access to the capital markets and enabling each of them to use its own industry-focused stock to consummate future acquisitions or other transactions. As a result, Everus and MDU Resources will each have more flexibility to capitalize on its unique strategic opportunities.

•Alignment of Incentives with Performance Objectives. The separation will facilitate equity-based and other incentive compensation arrangements for employees more directly tied to the performance of each company’s business, and enhance employee hiring and retention by, among other things, improving the alignment of management and employee incentives with performance and growth objectives.

•Distinct Investment Opportunities. The separation will allow investors to separately value Everus and MDU Resources based on their distinct investment identities. Everus’ business differs from MDU Resources’ remaining businesses in several respects, including customer bases, regulatory oversight, competitors, strategic initiatives, sales channels and technology needs. The separation will enable investors to evaluate the merits, strategy, performance, and future prospects of each company’s respective business and to invest in each company separately based on these distinct characteristics. The separation may attract new investors who may not have properly assessed the value of Everus Construction relative to the value it is currently accorded as part of MDU Resources.

The MDU Resources board of directors also considered a number of potentially negative factors in evaluating the separation, including, among others, risks relating to the creation of a new public company, possible increased costs and one-time separation costs, but concluded that the potential benefits of the separation outweighed these factors. For additional information, see “Risk Factors” and “The Separation and Distribution—Reasons for the Separation” included elsewhere in this information statement.

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Corporate Information

Everus was incorporated in Delaware on February 28, 2024, for the purpose of holding Everus Construction in connection with the separation and distribution described herein. Prior to the contribution of Everus Construction to Everus, which will be completed prior to the distribution, Everus will have no operations other than those incidental to the separation. The address of Everus’ principal executive office is 1730 Burnt Boat Drive, Bismarck, North Dakota 58503. Everus’ telephone number after the distribution will be (701) 221-6400. Everus maintains an Internet site at www.everus.com. Everus’ website and the information contained therein or connected thereto shall not be deemed to be incorporated herein, and you should not rely on any such information in making an investment decision.

Reason for Furnishing this Information Statement

This information statement is being furnished solely to provide information to stockholders of MDU Resources who will receive shares of Everus common stock in the distribution. It is not, and is not to be construed as, an inducement or encouragement to buy or sell any of Everus’ securities. Everus believes the information contained in this information statement to be accurate as of the date set forth on the cover of this information statement. Changes may occur after that date, and neither Everus nor MDU Resources undertake any obligation to update such information except in the normal course of their respective disclosure obligations and practices, or as required by applicable law.

Summary Historical and Unaudited Pro Forma Condensed Consolidated Financial Statements

The following tables summarize historical financial data of Everus Construction and the unaudited pro forma condensed consolidated financial data of Everus. The historical and pro forma results set forth below may not be indicative of Everus’ future performance as a standalone company following the separation and distribution. The summary historical financial data in this section is not intended to replace Everus Construction’s consolidated financial statements and the related notes and should be read in conjunction with the information in “Capitalization,” “Unaudited Pro Forma Condensed Consolidated Financial Statements,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this information statement. For factors that could cause actual results to differ materially from those presented in this summary, see “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” included elsewhere in this information statement.

The summary historical consolidated balance sheet data as of June 30, 2024, as well as the summary historical consolidated statement of income data for the six months ended June 30, 2024 and June 30, 2023 are derived from Everus Construction’s unaudited condensed consolidated financial statements included elsewhere in this information statement. The summary historical consolidated balance sheet data as of December 31, 2023 and December 31, 2022, as well as the summary historical consolidated statement of income data for the years ended December 31, 2023, 2022 and 2021, are derived from Everus Construction’s audited consolidated financial statements included elsewhere in this information statement.

The summary unaudited pro forma condensed consolidated balance sheet data as of June 30, 2024, and the summary unaudited pro forma condensed consolidated statement of income data for the six months ended June 30, 2024 and for the year ended December 31, 2023, are derived from our unaudited pro forma condensed consolidated financial statements included elsewhere in this information statement. The summary unaudited pro forma condensed consolidated financial statements are presented assuming the completion of all of the transactions described in this information statement, including the separation. It is assumed that as of the dates disclosed in this section, Everus Construction was a subsidiary of Everus and Everus had no other assets, liabilities or operations.

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Statements of Income

			Pro Forma												Historical
			Six Months Ended June 30,						Year Ended December 31,						Six Months Ended June 30,												Year Ended December 31,
			2024						2023						2024						2023						2023						2022						2021
			(In thousands, except per share amounts)
Operating revenues			$	1,329,062					$	2,854,390					$	1,329,062					$	1,501,265					$	2,854,390					$	2,699,250					$	2,051,637
Cost of sales			1,166,379						2,532,123						1,165,768						1,344,035						2,532,472						2,423,204						1,803,699
Gross profit			162,683						322,267						163,294						157,230						321,918						276,046						247,938
Selling, general and administrative expenses			78,287						142,090						73,101						67,703						131,375						111,402						102,184
Operating income			84,396						180,177						90,193						89,527						190,543						164,644						145,754
Interest expense			13,857						27,885						5,972						8,886						16,954						6,354						3,540
Other income			2,629						4,182						2,612						1,497						3,981						1,379						1,737
Income before income taxes and income from equity method investments			73,168						156,474						86,833						82,138						177,570						159,669						143,951
Income taxes			20,837						42,637						23,611						21,399						45,286						40,788						35,427
Income from equity method investments			3,964						4,946						3,964						3,984						4,946						5,900						878
Net income			$	56,295					$	118,783					$	67,186					$	64,723					$	137,230					$	124,781					$	109,402
Earnings per share - basic and diluted			$	1.10					$	2.33					$	67,186					$	64,723					$	137,230					$	124,781					$	109,402
Weighted average common shares outstanding - basic and diluted			50,972						50,972						1						1						1						1						1

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Balance Sheets

			Pro Forma						Historical
			As of June 30,						As of June 30,						As of December 31,
			2024						2024						2023						2022
			(In thousands)
Current assets			$	907,618					$	860,818					$	766,063					$	788,131
Due from related-party – noncurrent			—						—						—						2,804
Total assets			$	1,278,703					$	1,227,437					$	1,110,582					$	1,135,586
Current liabilities			484,420						$	485,134					$	452,183					$	473,701
Related-party notes payable			—						200,456						168,531						224,116
Long-term debt			335,800						—						—						—
Total liabilities			878,380						737,446						661,732						753,339
Total stockholder’s equity			400,323						489,991						448,850						382,247
Total liabilities and stockholder’s equity			$	1,278,703					$	1,227,437					$	1,110,582					$	1,135,586
Working capital			$	423,198					$	375,684					$	313,880					$	314,430

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RISK FACTORS

Everus Construction Group, Inc.’s business and financial results are subject to a number of risks and uncertainties. References to Everus refer to Everus Construction and its subsidiaries, which are to be held by Everus Construction Group, Inc. The matters discussed herein are important factors that could cause actual results or outcomes for Everus to differ materially from those discussed in the forward-looking statements included elsewhere in this document. If any of the risks described below actually occur, Everus’ business, prospects, financial condition or financial results could be materially impacted. The following are the most material risk factors applicable to Everus and are not necessarily listed in order of importance or probability of occurrence. You should carefully consider the following risks and other information in this information statement in evaluating Everus and its common stock. The risk factors have been separated into three groups: risks related to Everus’ business, risks related to the separation and distribution, and risks related to Everus common stock.

Risks Related to Everus’ Business

Everus’ business is seasonal and subject to weather conditions that could adversely affect its operations, revenues and the timing of cash flows.

Activity in certain locations of Everus’ business is seasonal, with results of operations affected by weather conditions. Construction services and related specialty contracting services typically follow the activity in the construction industry, with heavier workloads in the spring, summer and fall. Extreme or unusually adverse weather conditions, such as extreme temperatures, heavy or sustained rainfall or snowfall, wildfires, storms, drought and wind may affect the demand for services and the ability to perform such services. As a result, extreme or unusually adverse weather conditions could negatively affect Everus’ results of operations, financial position and cash flows.

Everus operates in a highly competitive industry.

Everus is subject to competition. The markets Everus serves are highly fragmented and Everus competes with a number of regional, national and international companies. These companies may have greater financial and other resources than Everus. Certain other companies may be smaller and more specialized, and concentrate their resources in particular areas of expertise. Everus’ results are also affected by the number of competitors in a market, the demand for services in a particular market, the pricing practices of other competitors and the entry of new competitors in a market.

In addition, construction services are marketed under highly competitive conditions and are subject to competitive forces such as price, quality, safety and reliability. Significant competition could lead to lower prices, higher wages, lower sales volumes and higher costs. Everus’ customers make competitive determinations based upon qualifications, experience, performance, reputation, technology, customer relationships, price, quality and ability to provide the relevant services in a timely, safe and cost-efficient manner. Increased competition may result in Everus’ inability to win bids for future projects and Everus’ failure to effectively compete could negatively affect its results of operations, financial position and cash flows. Furthermore, new acquisition opportunities are subject to competitive bidding environments, which may impact prices Everus must pay to successfully acquire new properties and acquisition opportunities to grow its business.

Everus’ operations may be negatively affected if it is unable to retain its current customers and obtain new customer contracts.

The number of construction contracts Everus enters into is dependent on the level and timing of maintenance and construction programs undertaken by customers. Utilities and independent contractors represent Everus’ largest customer base. Accordingly, utility and subcontract work accounts for a significant portion of the work performed by Everus. Most of Everus’ work is obtained on the basis of competitive bids or by negotiation of either cost-reimbursable or fixed-price contracts, and Everus benefits from repeat customers and strives to maintain successful long-term relationships with its customers. Everus had one customer that accounted for approximately 16.8% of its revenue for the year ended December 31, 2023.

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Everus’ operations may be negatively affected if Everus is unable to obtain, develop and retain key personnel and skilled labor forces.

Everus must attract, develop and retain executive officers and other professional, technical and labor forces with the skills and experience necessary to successfully manage, operate and grow. Competition for these employees is high, due in part to changing workforce demographics, a lack of younger employees who are qualified to replace employees as they retire, and remote work opportunities, among other things. In some cases, competition for these employees is on a regional or national basis. At times of low unemployment, it can be difficult for Everus to attract and retain qualified and affordable personnel. A shortage in the supply of skilled personnel creates competitive hiring markets, increased labor expenses, decreased productivity and potentially lost business opportunities to support Everus’ operating and growth strategies. Additionally, if Everus is unable to hire employees with the requisite skills, it may be forced to incur significant training expenses. As a result, Everus’ ability to maintain productivity, relationships with customers, competitive costs, and quality services is limited by the ability to employ, retain and train the necessary skilled personnel and could negatively affect its results of operations, financial position and cash flows.

Everus’ business may be exposed to warranty claims.

Everus may provide warranties guaranteeing the work performed against defects in workmanship and material. If warranty claims occur, they may require Everus to re-perform the services or to repair or replace the warranted item at a cost to Everus and could also result in other damages if Everus is not able to adequately satisfy warranty obligations. In addition, Everus may be required under contractual arrangements with customers to warrant any defects from subcontractors or failures in materials Everus purchased from third parties. While Everus generally requires suppliers to provide warranties that are consistent with those Everus provides to customers, if any of the suppliers default on their warranty obligations to Everus, Everus may nonetheless incur costs to repair or replace the defective materials. Costs incurred as a result of warranty claims could adversely affect Everus’ results of operations, financial condition and cash flows.

Economic volatility affects Everus’ operations, as well as the demand for its products and services.

Unfavorable economic conditions can negatively affect the level of public and private expenditures on projects and the timing of these projects which, in turn, can negatively affect demand for Everus’ products and services. The level of demand for construction services and related specialty contracting services could be adversely impacted by the economic conditions in the industries and market areas Everus serves, as well as in the general economy. Local, state and federal budget limitations affect the funding available for infrastructure spending, which could have an adverse impact on Everus’ earnings and results of operations.

Everus may be required to obtain financing in order to fund certain strategic acquisitions, if they arise, or to refinance outstanding debt. It is possible a large strategic acquisition would require Everus to issue new equity and debt securities in order to maintain its credit rating and could result in a ratings downgrade notwithstanding Everus’ issuance of equity securities to fund the transaction. Everus is also exposed to risks from tightening credit markets, through the interest payable on any variable-rate debt, including the interest cost on future borrowings under Everus’ credit facilities. While Everus believes it will continue to have adequate credit available to meet its needs, there can be no assurance of that.

A material portion of Everus’ business depends on its ability to provide surety bonds.

Everus may be unable to compete for or work on certain projects if it is not able to obtain the necessary surety bonds. Everus’ construction contracts frequently require that it obtains from surety companies, and provides to its customers, payment and performance bonds as a condition to the award of such contracts to secure Everus’ payment and performance obligations. Under standard terms in the surety market, surety companies issue bonds on a project-by-project basis and can decline to issue bonds at any time or require the posting of collateral as a condition to issuing any bonds. Current or future market conditions, as well as changes in the sureties’ assessment of Everus’ or their own operating and financial risk, may cause the surety companies to decline to issue, or substantially reduce the amount of, bonds for Everus’ work or to increase Everus’ bonding costs. An interruption or reduction in the availability of bonding could negatively affect Everus’ results of operations.

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Everus’ backlog may not accurately represent future revenue.

Backlog consists of the uncompleted portion of services to be performed under job-specific contracts. Contracts are subject to delay, default or cancellation, and contracts in Everus’ backlog are subject to changes in the scope of services to be provided, as well as adjustments to the costs relating to the applicable contracts. Backlog may also be affected by project delays or cancellations resulting from weather conditions, external market factors and economic factors beyond Everus’ control, among other things. Accordingly, there is no assurance that backlog will be realized. The timing of contract awards, duration of large new contracts and the mix of services can significantly affect backlog. Backlog at any given point in time may not accurately represent the revenue or net income that is realized in any period. Also, the backlog as of the end of the year may not be indicative of the revenue and net income expected to be earned in the following year and should not be relied upon as a standalone indicator of future revenues or net income of Everus.

Supply chain disruptions may adversely affect Everus’ operations.

At times or in certain markets, Everus relies on third-party vendors and manufacturers to supply or transport many of the materials necessary for its operations. Disruptions, shortages or delays in the transportation of materials, price increases from suppliers or manufacturers, or inability to source needed materials have occurred and may continue to occur, which could adversely affect Everus’ results of operations, financial condition, cash flows and harm customer relationships. Any material disruption at Everus’ facilities or those of its customers or suppliers or otherwise within its supply chain, whether as a result of downtime, pandemic-related shutdowns, work stoppages or facility damage could prevent Everus from meeting customer demands or expected timelines, require it to incur unplanned capital expenditures, or cause other material disruptions to its operations, any of which could have a material adverse effect on Everus’ operations, financial position and cash flows. Further, supply chain disruptions can occur from events out of Everus’ control such as fires, floods, severe weather, natural disasters, environmental incidents or other catastrophes.

Volatility in the prices or availability of certain materials and equipment used in Everus’ business and those of its customers, including as a result of inflation, geopolitical instability, and protectionist trade measures, could adversely affect Everus’ business, financial position, results of operations, and cash flows.

Everus is exposed to market risk of increases in certain commodity prices of materials, which are used as components of supplies or materials utilized in Everus’ operations. Everus is also exposed to increases in energy prices. While Everus believes it can increase its prices to adjust for some price increases in commodities, there can be no assurance that price increases of commodities, if they were to occur, would be recoverable. Further, the timing of Everus’ price increases may lag behind the timing of the underlying increases in commodity or material prices. Additionally, Everus’ fixed price contracts generally do not allow Everus to adjust its prices and, as a result, increases in material or fuel costs could reduce its profitability with respect to projects in progress. For example, in recent years, Everus experienced supply chain delays, including long lead times for certain materials and equipment, as well as an escalation in material and fuel prices, to varying degrees. These disruptions resulted in declines in gross profit and gross profit margin for certain of Everus’ operations. Fluctuations in the price of energy and commodity materials, whether resulting from fluctuations in market supply or demand, geopolitical conditions, including supply chain disruptions and sanctions on Russian exports as a result of Russia’s invasion of Ukraine and recent shipping lane disruptions following maritime attacks in the Gulf of Aden, an increase in trade protection measures such as tariffs, or the disruption, modification, or cancellation of multilateral trade agreements, may adversely affect Everus’ customers and as a result cause them to curtail the use of its services. On the other hand, because certain of Everus’ service offerings are designed to improve energy efficiency in its clients’ operations, or to assist in the generation of new sources of renewable energy, such as wind, solar, and geothermal generation, decreases in the costs of traditional energy sources such as oil and natural gas, including as a result of recessionary pressure and reduced demand, may lower Everus’ customers’ demand for efficiency improvements and alternative energy sources.

Furthermore, Everus’ workforce and equipment are highly mobile and service large geographic areas. Movement of Everus’ workforce and equipment within Everus’ market area could be negatively impacted by rising fuel costs, third-party freight rate increases and shortages of third-party truck drivers, among other things. Everus

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seeks to mitigate some or all cost increases through including labor rate changes in project bids, securing material and subcontractor pricing in the project bids and maintaining positive relationships with numerous suppliers, but may not be successful in its efforts to do so. All of these impacts could have an adverse effect on Everus’ business, financial position, results of operations, and cash flows.

Everus currently generates, and expects to continue to generate, a significant portion of its revenues from fixed price contracts. Everus’ dependence upon fixed price contracts could adversely affect its business, financial position, results of operations, and cash flows.

Everus must estimate the total costs of a particular project to bid for fixed price contracts. Cost and scheduling estimates are based on a number of assumptions, including those about future economic conditions, commodity and other materials pricing, cost and availability of labor, equipment and materials, and supply chain efficiency, among other factors. The actual cost of labor and materials, however, may vary from the costs we originally estimated, something which Everus has experienced and may continue to experience due to inflationary pressures, supply chain challenges, and rising interest rates. These variations, along with other risks, inherent in the execution of projects subject to fixed price contracts, may cause actual gross profit from projects to differ from those Everus originally estimated and could result in reduced profitability or losses on projects. Depending upon the size of a particular project, variations from the estimated contract costs can have a significant impact on Everus’ operating results for any fiscal quarter or year. All of these impacts could have an adverse effect on Everus’ business, financial position, results of operations, and cash flows.

Everus is subject to capital market and interest rate risks.

The credit environment could impact Everus’ ability to borrow money in the future. Additional financing or refinancing may not be available and, if available, may not be at economically favorable terms. Further, an increase in Everus’ leverage could lead to deterioration in its credit ratings. A reduction in Everus’ credit ratings, regardless of the cause, also could limit the ability to obtain additional financing and/or increase the cost of obtaining financing. There is no guarantee Everus will be able to access the capital markets at financially economical interest rates, which could negatively affect Everus’ business.

Everus’ operations require capital investment to purchase and maintain the property and equipment required to provide its services. In addition, Everus’ operations include a significant level of fixed and semi-fixed costs. Consequently, Everus relies on financing sources and capital markets as sources of liquidity for capital requirements not satisfied by cash flows from operations. If Everus is not able to access capital at competitive rates, the ability to implement business plans, make capital expenditures or pursue acquisitions it would otherwise rely on for future growth may be adversely affected. Market disruptions may increase the cost of borrowing or adversely affect Everus’ ability to access one or more financial markets. Such market disruptions could include:

•a significant economic downturn;

•the financial distress of unrelated industry leaders in the same line of business;

•deterioration in capital market conditions;

•turmoil in the financial services industry;

•volatility in commodity prices;

•pandemics, including COVID-19;

•terrorist attacks;

•war; and

•cyberattacks.

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The issuance of a substantial amount of Everus’ common stock, whether issued in connection with an acquisition or otherwise, or the perception that such an issuance could occur, could have a dilutive effect on stockholders and/or may adversely affect the market price of Everus’ common stock. Higher interest rates on borrowings could also have an adverse effect on Everus’ results of operations.

Reductions in Everus’ credit ratings could increase financing costs.

There is no assurance Everus’ credit ratings will remain in effect or that a rating will not be lowered or withdrawn by a rating agency. Events affecting Everus’ financial results may impact its cash flows and credit metrics, potentially resulting in a change in its credit ratings. Everus’ credit ratings may also change as a result of the differing methodologies or changes in the methodologies used by the rating agencies.

Everus may be negatively impacted by pending and/or future litigation, claims or investigations.

Everus is, and may become party to, among other things, personal injury, commercial, contract, warranty, antitrust, tax, property entitlements, product liability, health and safety, and employment claims. The outcome of pending or future lawsuits, claims, investigations or proceedings is often difficult to predict and could be adverse and material in amount. In addition to the monetary cost, litigation can divert management’s attention from its core business opportunities. Development of new information in these matters can often lead to changes in management’s estimated liabilities associated with these proceedings including the judge’s rulings or judgements, jury verdicts, settlements or changes in applicable law. The outcome of such matters is often difficult to predict and unfavorable outcomes could have a material impact to Everus’ results of operations, financial position and cash flows.

Increasing costs associated with health care plans may adversely affect Everus’ results of operations.

Everus intends to be self-insured for the health care benefits for eligible employees. However, health care costs continue to increase. Increasing quantities of large individual health care claims and an overall increase in total health care claims could have an adverse impact on operating results, financial position and liquidity. Legislation related to health care could also change Everus’ benefit program and costs.

Everus is exposed to risk of loss resulting from the nonpayment and/or nonperformance by its customers and counterparties.

Everus’ clients include public and private entities that have been, and may continue to be, negatively impacted by the changing landscape in the global economy. A recessionary construction economy can increase the likelihood that Everus will not be able to collect on all accounts receivable or may experience a delay in payment from some customers. If Everus’ customers or counterparties experience financial difficulties, which has occurred and may recur, Everus could experience difficulty in collecting receivables. Everus faces collection risk as a normal part of business where Everus performs services and subsequently bills clients for such services. In the event that Everus has concentrated credit risk from clients in a specific geographic area or industry, continuing negative trends or a worsening in financial conditions in that specific geographic area or industry could make Everus susceptible to disproportionately high levels of default. Nonpayment and/or nonperformance by Everus’ customers and counterparties could have a negative impact on Everus’ results of operations and cash flows.

Changes in tax law may negatively affect Everus’ business.

Changes to federal, state and local tax laws have the ability to benefit or adversely affect Everus’ earnings and customer costs. Significant changes to corporate tax rates could result in the impairment of deferred tax assets that are established based on existing law at the time of deferral. A number of factors may increase Everus’ future effective income tax rate, including:

•governmental authorities increasing taxes or eliminating deductions;

•the jurisdictions in which earnings are taxed;

•the resolution of issues arising from tax audits with various tax authorities;

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•changes in the valuation of its deferred tax assets and liabilities;

•adjustments to estimated taxes upon finalization of various tax returns;

•changes in available tax credits;

•changes in stock-based compensation;

•other changes in tax laws; and

•the interpretation of tax laws and/or administrative practices.

Everus’ operations could be negatively impacted by import tariffs and/or other government mandates.

Everus operates in or provides services to capital intensive industries in which federal trade policies could significantly impact the availability and cost of materials. Imposed and proposed tariffs could significantly increase the prices and delivery lead times on raw materials and finished products that are critical to Everus and its customers, such as copper, aluminum and steel. Prolonged lead times on the delivery of raw materials and further tariff increases on raw materials and finished products could adversely affect Everus’ business, financial condition and results of operations.

Everus’ business is based in part on government-funded infrastructure projects and building activities, and any associated regulatory changes or requirements in these areas could have an adverse effect on the company.

Certain of Everus’ customers operate in regulated industries and depend on government spending for infrastructure and other similar building activities. As a result, demand for some of Everus’ services is influenced by local, state and federal government fiscal policies, tax incentives and other subsidies, and other general macroeconomic and political factors. Projects in which Everus participates may be funded directly by governments or privately funded, but are otherwise tied to or impacted by government policies and spending measures.

Government spending is often approved only on a short-term basis and some of the projects in which Everus’ services are used require longer-term funding commitments. If government funding is not approved or funding is lowered as a result of poor economic conditions, lower than expected revenues, competing spending priorities, or other factors, it could limit infrastructure projects available, increase competition for projects, result in excess inventory, and decrease sales, all of which could adversely affect the profitability of Everus’ business.

Certain regions or states may require or possess the means to finance only a limited number of large infrastructure projects and periods of high demand may be followed by years of little to no activity. There can be no assurances that governments will sustain or increase current infrastructure spending and tax incentive and other subsidy levels, and any reductions thereto or delays therein could affect Everus’ business, liquidity and financial condition, and results of operations.

Everus’ operations could be adversely impacted by climate change.

Severe weather events, such as tornadoes, hurricanes, rain, drought, ice and snowstorms, and high and low temperature extremes, occur in regions in which Everus operates and maintains infrastructure. Climate change could change the frequency and severity of these weather events, which may create physical and financial risks to Everus. Such risks could have an adverse effect on Everus’ financial condition, results of operations and cash flows. Increases in severe weather conditions or extreme temperatures may cause infrastructure construction projects to be delayed or canceled and limit resources available for such projects resulting in decreased revenue or increased project costs. In addition, drought conditions could restrict the availability of water supplies or limit the ability to obtain water use permits, inhibiting the ability to conduct operations.

Climate change may impact a region’s economic health, which could impact Everus’ revenues. Everus’ financial performance is tied to the health of the regional economies served. Everus provides construction services and related specialty contracting services for some states and communities that are economically affected by the

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agriculture industry. Increases in severe weather events or significant changes in temperature and precipitation patterns could adversely affect the economies of the states and communities affected by that industry.

The insurance industry may be adversely affected by severe weather events that may impact availability of insurance coverage, insurance premiums and insurance policy terms.

The price of energy also has an impact on the economic health of communities. The cost of additional regulatory requirements to combat climate change, such as regulation of carbon dioxide emissions under the federal Clean Air Act, requirements to replace fossil fuels with renewable energy or credits, or other environmental regulation or taxes could impact the availability of goods and the prices charged by suppliers, which would normally be borne by consumers through higher prices for energy and purchased goods, and could adversely impact economic conditions of areas served by Everus. To the extent financial markets view climate change and emissions of greenhouse gas as a financial risk, this could negatively affect Everus’ ability to access capital markets or result in less competitive terms and conditions.

If Everus fails to comply with requirements imposed by applicable law or other governmental regulations, it could become subject to lawsuits, investigations and other liabilities and restrictions on its operations that could significantly and adversely affect Everus’ business, financial condition or results of operations.

Everus is subject to governmental regulation at the federal, state and local levels in many areas of Everus’ business, such as employment laws, wage and hour laws, discrimination laws, immigration laws, human health and safety laws, environmental laws, false claims or whistleblower statutes, tax codes, antitrust and competition laws, customer protection statutes, procurement regulations, intellectual property laws, supply chain laws, lobbying laws, and data privacy and security laws.

From time to time, government agencies have conducted reviews and audits of certain of Everus’ practices as part of routine inquiries of providers of services under government contracts, or otherwise. Like others in its business, Everus also receives requests for information from government agencies in connection with these reviews and audits.

While Everus attempts to comply with all applicable laws and regulations, there can be no assurance that Everus is in full compliance with all applicable laws and regulations or interpretations of these laws and regulations at all times or that it will be able to comply with any future laws, regulations or interpretations of these laws and regulations.

Government agencies may make changes in the regulatory frameworks within which Everus operates that may require Everus to incur substantial increases in costs in order to comply with such laws and regulations. If Everus fails to comply with applicable laws and regulations, including those referred to above, Everus may be subject to investigations, criminal sanctions or civil remedies, including fines, penalties, damages, reimbursement, injunctions, seizures, disgorgements or debarments from government contracts. The cost of compliance or the consequences of non-compliance could adversely affect Everus’ business, financial condition or results of operations and cause reputational harm.

Everus’ operations are subject to environmental laws and regulations that may increase costs of operations, impact or limit business plans, or expose Everus to environmental liabilities.

Everus is subject to some environmental laws and regulations affecting certain aspects of its operations, including the use of petroleum storage tanks. These laws and regulations generally require Everus to obtain and comply with a variety of environmental licenses, permits, inspections and other approvals. Although Everus strives to comply with all applicable environmental laws and regulations, public and private entities and private individuals may interpret Everus’ legal or regulatory requirements differently and seek injunctive relief or other remedies against Everus. Everus cannot predict the outcome, financial or operational, of any such litigation or administrative proceedings.

Existing environmental laws and regulations may be revised and new laws and regulations seeking to protect the environment may be adopted or become applicable to Everus. These laws and regulations could require Everus

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to limit the use or output of certain facilities, restrict the use of certain fuels, prohibit or restrict new or existing services, replace certain fuels with renewable fuels, retire and replace certain facilities, install pollution controls, remediate environmental impacts, remove or reduce environmental hazards, or forego or limit the development of resources. Revised or new laws and regulations that increase compliance and disclosure costs and/or restrict operations could adversely affect Everus’ results of operations and cash flows.

Everus’ participation in joint ventures may have a negative impact on its reputation, business operations, revenues, results of operations, liquidity and cash flows.

Everus’ participation in joint venture contracts may have a negative impact on its reputation, business operations, revenues, results of operations, liquidity and cash flows. Everus enters into certain joint venture arrangements typically to bid and execute particular projects. Generally, these agreements are directly with a third-party client; however, services may be performed by the joint venture, the joint venture partners or a combination thereof. Engaging in joint venture contracts exposes Everus to risks and uncertainties, some of which are outside Everus’ control. Everus is reliant on joint venture partners to satisfy their contractual obligations, including obligations to commit working capital and equity, and to perform the work as outlined in the agreement. Failure to do so could result in Everus providing additional investments or services to address such performance issues. If Everus is unable to satisfactorily resolve any partner performance issues, the customer could terminate the contract, exposing Everus to legal liability which could negatively impact Everus’ reputation, business operations, revenues, results of operations, liquidity and cash flows.

Costs related to obligations under multiemployer pension plans could have a material negative effect on Everus’ results of operations and cash flows.

Everus participates in multiemployer pension plans (“MEPPs”) for employees represented by certain unions. Everus is required to make contributions to these plans in amounts established under numerous collective bargaining agreements between the operating subsidiaries and those unions.

Everus may be obligated to increase its contributions to underfunded plans that are classified as being in endangered, seriously endangered or critical status as defined by the Pension Protection Act of 2006. Plans classified as being in one of these statuses are required to adopt Rehabilitation Plans or Funding Improvement Plans to improve their funded status through increased contributions, reduced benefits or a combination of the two.

Everus may also be required to increase its contributions to MEPPs if the other participating employers in such plans withdraw from the plans and are not able to contribute amounts sufficient to fund the unfunded liabilities associated with their participation in the plans. The amount and timing of any increase in Everus’ required contributions to MEPPs may depend upon one or more factors, including the outcome of collective bargaining, actions taken by trustees who manage the plans, actions taken by the plans’ other participating employers, the industry for which contributions are made, future determinations that additional plans reach endangered, seriously endangered or critical status, newly enacted government laws or regulations and the actual return on assets held in the plans, among others. Everus could experience increased operating expenses as a result of required contributions to MEPPs, which could have an adverse effect on Everus’ results of operations, financial position or cash flows.

In addition, pursuant to the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended by the Multiemployer Pension Plan Amendments Act, Everus could incur a partial or complete withdrawal liability upon withdrawing from a plan, exiting a market in which it does business with a union workforce or upon termination of a plan. Everus could also incur additional withdrawal liability if its withdrawal from a plan is determined by that plan to be part of a mass withdrawal.

Technology disruptions or cyberattacks could adversely impact Everus’ operations.

Everus uses technology in substantially all aspects of its business operations and requires uninterrupted operation of information technology and operation technology systems, including disaster recovery and backup systems and network infrastructure. While Everus has policies, procedures and processes in place designed to

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strengthen and protect these systems, they may be vulnerable to physical and cybersecurity failures or unauthorized access due to, among other things:

•hacking;

•human error;

•theft;

•sabotage;

•malicious software;

•ransomware;

•third-party compromise;

•acts of terrorism;

•acts of war; or

•acts of nature.

Although there are manual processes in place, should a compromise or system failure occur, interdependencies to technology may disrupt Everus’ ability to fulfill critical business functions. This may include interruption of facilities for delivery of construction services or other products and services, any of which could adversely affect Everus’ reputation, business, cash flows and results of operations or subject Everus to legal costs. Everus’ accounting systems and its ability to collect information and invoice customers for products and services could be disrupted. If Everus’ operations are disrupted, it could result in decreased revenues and remediation costs that could adversely affect Everus’ results of operations and cash flows.

Everus, through the ordinary course of business, requires access to sensitive customer, supplier, employee and Everus proprietary business data. While Everus has implemented extensive security measures, including limiting the amount of sensitive information retained, a breach of its systems could compromise sensitive data and could go unnoticed for some time. Such an event could result in negative publicity and reputational harm, remediation costs, legal claims and fines that could have an adverse effect on Everus’ financial results. Third-party service providers that perform critical business functions for Everus or have access to sensitive information within Everus also may be vulnerable to security breaches and information technology risks that could adversely affect Everus.

Cyberattacks continue to increase in frequency and sophistication, which could cause Everus’ information systems to be a target of ongoing and sophisticated cyberattacks by a variety of sources with the apparent aim to breach Everus’ cyber-defenses. Such incidents could have a material adverse effect on its business, financial condition or results of operations. Everus is continuously re-evaluating the need to upgrade and/or replace systems and network infrastructure. These upgrades and/or replacements could adversely impact operations by imposing substantial capital expenditures, creating delays or outages, or experiencing difficulties transitioning to new systems. System disruptions, if not anticipated and appropriately mitigated, could adversely affect Everus. The SEC has adopted new rules that will require Everus to provide greater disclosures around cybersecurity risk management, strategy, and governance, as well as disclose the occurrence of material cybersecurity incidents. Everus cannot predict or estimate the amount of additional costs it will incur in order to comply with these rules or the timing of such costs. These rules may also require Everus to report a cybersecurity incident before Everus has been able to fully assess its impact or remediate the underlying issue. Efforts to comply with such reporting requirements could divert management’s attention from Everus’ incident response and could potentially reveal system vulnerabilities to threat actors. Failure to report incidents in a timely manner under these or other similar rules could also result in monetary fines, sanctions, or subject Everus to other forms of liability. This regulatory environment is increasingly challenging and may present material obligations and risks to Everus’ business, including significantly expanded compliance burdens, costs and enforcement risks.

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Artificial intelligence presents risks and challenges that can impact Everus’ business by posing security risks to its confidential information, proprietary information and personal data. Failure to appropriately manage these risks could damage Everus’ reputation, result in the loss of valuable property and information, and adversely impact its business.

Issues in the development and use of artificial intelligence, combined with an uncertain regulatory environment, may result in reputational harm, liability or other adverse consequences to Everus’ business operations. Everus may adopt and integrate generative artificial intelligence tools into its systems for specific use cases reviewed by legal and information security. Everus’ vendors may incorporate generative artificial intelligence tools into their offerings without disclosing this to Everus, and the providers of these generative artificial intelligence tools may not meet existing or rapidly evolving regulatory or industry standards with respect to privacy and data protection and may inhibit Everus’ or its vendors’ ability to maintain an adequate level of service and experience. If Everus, its vendors, or its third-party partners experience an actual or perceived breach of privacy or a security incident because of the use of generative artificial intelligence, Everus may lose valuable intellectual property and confidential information and its reputation and the public perception of the effectiveness of its security measures could be harmed. Further, bad actors around the world use increasingly sophisticated methods, including the use of artificial intelligence, to engage in illegal activities involving the theft and misuse of personal information, confidential information and intellectual property. Any of these outcomes could damage Everus’ reputation, result in the loss of valuable property and information, and adversely impact its business.

Pandemics, including COVID-19, may have a negative impact on Everus’ business operations, revenues, results of operations, liquidity and cash flows.

Pandemics have disrupted national, state and local economies. To the extent a pandemic adversely impacts Everus’ businesses, operations, revenues, liquidity or cash flows, it could also have a heightened effect on other risks described in this section. The degree to which a pandemic will impact Everus depends on future developments, including the possible resurgence of COVID-19 and its variants, federal and state mandates, actions taken by governmental authorities, effectiveness of vaccines being administered, and the pace and extent to which the economy recovers and remains under relatively normal operating conditions.

Other factors associated with a pandemic that could impact Everus’ businesses and future operating results, revenues and liquidity include impacts related to the health, safety and availability of employees and contractors, extended rise in unemployment, public- and private-sector budget changes and constraints, counterparty credit, costs and availability of supplies, capital construction and infrastructure operation and maintenance programs, financing plans, pension valuations, travel restrictions and legal matters. The economic and market disruptions resulting from a pandemic could also lead to greater than normal uncertainty with respect to the realization of estimated amounts, including estimates for backlog, revenue recognition, intangible assets, other investments and provisions for credit losses.

Everus’ insurance has limits and exclusions that may not fully indemnify Everus against certain claims or losses, including claims resulting from wildfires or other natural disasters and an increase in cost, or the unavailability or cancellation of third-party insurance coverages would increase Everus’ overall risk exposure and subject Everus to increased liabilities that could negatively affect its business, financial condition, results of operations and cash flows.

Everus maintains insurance coverages from third party insurers as part of its overall risk management strategy and most of its customer contracts require Everus to maintain specific insurance coverage limits. Everus maintains insurance policies with respect to workers’ compensation, auto liability, general liability, excess liability, contractors pollution liability, legal liability, professional liability, directors and officers liability, employment practices liability, cyber policy, terrorism insurance, property insurance and other types of coverages, but these policies are subject to deductibles, and Everus is self-insured up to the amount of those deductibles. Everus has historically also benefited from coverage under certain corporate level insurance policies held by MDU Resources. Insurance losses are accrued based upon Everus’ estimates of the ultimate liability for claims reported and an estimate of claims incurred but not yet reported. Insurance liabilities are difficult to assess and estimate due to unknown factors, including the frequency and severity of injuries, the magnitude of damage to or loss of property or the environment, the

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determination of Everus’ liability in proportion to other parties, estimates of incidents not reported and the effectiveness of Everus’ safety programs, and as a result, Everus’ actual losses may exceed its estimates. There can be no assurance that Everus’ current or past insurance coverages will be sufficient or effective under all circumstances or against all claims and liabilities to which Everus may be subject.

Everus generally renews its insurance policies on an annual basis; therefore, deductibles and levels of insurance coverages may change in future periods. There can be no assurance that any of Everus’ existing insurance coverages will be renewed upon the expiration of the coverage period or that future coverage will be available at reasonable and competitive rates or at the required limits. The cost of Everus’ insurance has significantly increased over time and may continue to increase in the future. In addition, insurers may fail, cancel Everus’ coverage, increase the cost of coverage, determine to exclude certain items from coverage, or otherwise be unable to provide Everus with adequate insurance coverage. Everus may not be able to obtain certain types of insurance or incremental levels of insurance in scope or amount sufficient to cover liabilities it may incur. For example, due to the increase in wildfire losses and related insurance claims, insurers have reduced coverage availability and increased the cost of insurance coverage for such events in recent years, and Everus’ current levels of coverage may not be sufficient to cover potential losses. If Everus’ risk exposure increases as a result of adverse changes in its insurance coverage, Everus could be subject to increased liabilities that could negatively affect its business, financial condition, results of operations and cash flows.

In addition, Everus performs work in hazardous environments and its employees are exposed to a number of hazards. Incidents can occur, regardless of fault, that may be catastrophic and adversely impact Everus’ employees and third parties by causing serious personal injury, loss of life, damage to property or the environment, and interruption of operations. In locations or environments where claims have become more frequent or severe in recent years, insurance may become difficult or impossible to obtain. Everus’ contracts may require it to indemnify its customers, project owners and other parties for injury, damage or loss arising out of Everus’ presence at its customers’ location, or in the performance of Everus’ work, in both cases regardless of fault, and provide for warranties for materials and workmanship. Everus may also be required to name the customer and others as an additional insured party under its insurance policies. Everus maintains limited insurance coverage against these and other risks associated with its business. This insurance may not protect Everus against liability for certain events, and Everus cannot guarantee that its insurance will be adequate in risk coverage or policy limits to cover all losses or liabilities that it may incur. Any future damages caused by Everus’ services that are not covered by insurance or are in excess of policy limits could negatively affect its business, financial condition, results of operations and cash flows.

General risk factors that could impact Everus’ businesses.

The following are additional factors that should be considered for a better understanding of the risks to Everus. These factors may negatively impact Everus’ financial results in future periods:

•acquisition, disposal and impairments of assets or facilities;

•the cyclical nature of large construction projects;

•labor negotiations or disputes;

•succession planning;

•inability of contract counterparties to meet their contractual obligations; and

•the inability to effectively integrate the operations and the internal controls of acquired companies.

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Risks Related to the Separation and Distribution

Everus has no recent history of operating as an independent, public company, and its historical and pro forma financial information is not necessarily representative of the results that it would have achieved as a separate, publicly traded company and may not be a reliable indicator of its future results.

The historical information of Everus in this information statement refers to its business as operated by and integrated with MDU Resources. The historical and pro forma financial information of Everus included in this information statement is derived from the historical unaudited condensed consolidated financial statements and historical audited consolidated financial statements and accounting records of MDU Resources and Everus Construction. Accordingly, the historical and pro forma financial information included in this information statement does not necessarily reflect the financial condition, results of operations and cash flows that Everus would have achieved as a separate, publicly traded company during the periods presented or those that Everus will achieve in the future, primarily as a result of the factors described below:

•Prior to the expected separation and distribution, Everus’ business has been operated by MDU Resources as part of its broader corporate organization, rather than as an independent company, and MDU Resources or one of its affiliates performed certain corporate functions for Everus. Everus’ historical and pro forma financial results reflect allocations of corporate expenses from MDU Resources for such functions and are likely to be less than the expenses Everus would have incurred had it operated as a separate publicly traded company.

•Historically, Everus shared economies of scope and scale in costs, employees and vendor relationships. Although Everus will enter into a transition services agreement with MDU Resources prior to the distribution, these arrangements may not retain or fully capture the benefits that Everus has enjoyed as a result of being integrated with MDU Resources and may result in Everus paying higher charges than in the past for these services. This could have a material adverse effect on Everus’ business, financial position, results of operations and cash flows following the completion of the distribution.

•Everus’ working capital requirements and capital for its general corporate purposes, including acquisitions and capital expenditures, have in the past been satisfied as part of the corporatewide cash management policies of MDU Resources. Following the completion of the distribution, Everus’ results of operations and cash flows are likely to be more volatile, and it may need to obtain additional financing from banks, through public offerings or private placements of debt or equity securities, strategic relationships or other arrangements, which may or may not be available and may be more costly.

•As a current part of MDU Resources, Everus’ business currently benefits from MDU Resources’ overall size and scope to procure more advantageous arrangements. After the distribution, as a standalone company, Everus may be unable to obtain similar arrangements to the same extent as MDU Resources did, or on terms as favorable as those MDU Resources obtained, prior to completion of the distribution.

•After the completion of the distribution, the cost of capital for Everus’ business may be higher than MDU Resources’ cost of capital prior to the distribution.

•Everus’ historical financial information does not reflect the debt that it expects to incur in connection with the separation.

•As a public company, Everus will become subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Sarbanes-Oxley Act and the Dodd-Frank Act and will be required to prepare its financial statements according to the rules and regulations required by the SEC. Complying with these requirements could result in significant costs and require Everus to divert substantial resources, including management time, from other activities. Moreover, to comply with these requirements, Everus anticipates that it will need to migrate its systems, including information technology systems, implement additional financial and management controls, reporting systems and procedures, and hire additional accounting and finance staff. Everus expects to incur additional annual expenses related to these steps, and those expenses may be significant. If Everus is unable to upgrade its financial and management

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controls, reporting systems, information technology and procedures in a timely and effective fashion, its ability to comply with financial reporting requirements and other rules that apply to reporting companies under the Exchange Act could be impaired.

Other significant changes may occur in Everus’ cost structure, management, financing and business operations as a result of operating as a company separate from MDU Resources. For additional information about the past financial performance of Everus’ business and the basis of presentation of the historical unaudited condensed consolidated financial statements and historical audited consolidated financial statements and the unaudited pro forma condensed consolidated financial statements, see “Unaudited Pro Forma Condensed Consolidated Financial Statements,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the historical unaudited condensed consolidated financial statements and historical audited consolidated financial statements and accompanying notes included elsewhere in this information statement.

If the distribution, together with certain related transactions, does not qualify as a transaction that is generally tax-free for U.S. federal income tax purposes, MDU Resources, Everus and MDU Resources stockholders could be subject to significant tax liabilities and, in certain circumstances, Everus could be required to indemnify MDU Resources for material taxes and other related amounts pursuant to indemnification obligations under the tax matters agreement.

It is a condition to the distribution that MDU Resources receive a private letter ruling from the IRS and one or more opinions of its tax advisors, in each case satisfactory to the MDU Resources board of directors, regarding certain U.S. federal income tax matters relating to the separation and the distribution. MDU Resources has applied for a private letter ruling from the IRS. The IRS private letter ruling and the opinion(s) of tax advisors will be based upon and rely on, among other things, various facts and assumptions, as well as certain representations, statements and undertakings of MDU Resources and Everus, including those relating to the past and future conduct of MDU Resources and Everus. If any of these representations, statements or undertakings is, or becomes, inaccurate or incomplete, or if MDU Resources or Everus breach any of the representations or covenants contained in any of the separation-related agreements and documents or in any documents relating to the IRS private letter ruling and/or the opinion(s) of tax advisors, the IRS private letter ruling and/or the opinion(s) of tax advisors may be invalid and the conclusions reached therein could be jeopardized.

Notwithstanding receipt of the IRS private letter ruling and the opinion(s) of tax advisors, the IRS could determine that the distribution and/or certain related transactions should be treated as taxable transactions for U.S. federal income tax purposes if it determines that any of the representations, assumptions or undertakings upon which the IRS private letter ruling or the opinion(s) of tax advisors were based are false or have been violated. In addition, neither the IRS private letter ruling nor the opinion(s) of tax advisors will address all of the issues that are relevant to determining whether the distribution, together with certain related transactions, qualifies as a transaction that is generally tax-free for U.S. federal income tax purposes. Further, the opinion(s) of tax advisors represent the judgment of such tax advisors and are not binding on the IRS or any court, and the IRS or a court may disagree with the conclusions in the opinion(s) of tax advisors. Accordingly, notwithstanding receipt by MDU Resources of the IRS private letter ruling and the opinion(s) of tax advisors, there can be no assurance that the IRS will not assert that the distribution and/or certain related transactions do not qualify for tax-free treatment for U.S. federal income tax purposes or that a court would not sustain such a challenge. In the event the IRS were to prevail in such challenge, MDU Resources, Everus and MDU Resources stockholders could be subject to significant U.S. federal income tax liability.

If the distribution, together with related transactions, fails to qualify as a transaction that is generally tax-free for U.S. federal income tax purposes under Sections 355 and 368(a)(1)(D) of the Internal Revenue Code (the “Code”), in general, for U.S. federal income tax purposes, MDU Resources would recognize taxable gain as if it had sold Everus common stock in a taxable sale for its fair market value (unless MDU Resources and Everus jointly make an election under Section 336(e) of the Code with respect to the distribution, in which case, in general, (a) MDU Resources would recognize taxable gain as if Everus had sold all of its assets in a taxable sale in exchange for an amount equal to the fair market value of Everus common stock and the assumption of all of its liabilities and (b) Everus would obtain a related step-up in the basis of its assets) and, if the distribution fails to qualify as a transaction that is generally tax-free for U.S. federal income tax purposes under Section 355, MDU Resources stockholders who

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receive Everus shares in the distribution would be subject to tax as if they had received a taxable distribution equal to the fair market value of such shares. For more information, see “Material U.S. Federal Income Tax Consequences.”

Under the tax matters agreement that MDU Resources will enter into with Everus, Everus may be required to indemnify MDU Resources against any additional taxes and related amounts resulting from (a) an acquisition of all or a portion of its equity securities or assets, whether by merger or otherwise (and regardless of whether Everus participated in or otherwise facilitated the acquisition), (b) other actions or failures to act by Everus or (c) any inaccuracy or breach of Everus’ representations, covenants or undertakings contained in any of the separation-related agreements and documents or in any documents relating to the IRS private letter ruling and/or the opinion(s) of tax advisors. Any such indemnity obligations could be material.

U.S. federal income tax consequences may restrict Everus’ ability to engage in certain desirable strategic or capital-raising transactions after the separation.

Under current law, a separation can be rendered taxable to the parent corporation and its stockholders as a result of certain post-separation acquisitions of shares or assets of the spun-off corporation. For example, a separation may result in taxable gain to the parent corporation under Section 355(e) of the Code if the separation were deemed to be part of a plan (or series of related transactions) pursuant to which one or more persons acquire, directly or indirectly, shares representing a 50 percent or greater interest (by vote or value) in the spun-off corporation.

To preserve the U.S. federal income tax treatment of the separation and distribution, and in addition to Everus’ indemnity obligation described above, the tax matters agreement will restrict Everus for the two-year period following the distribution, except in specific circumstances, from:

•entering into any transaction pursuant to which all or a portion of Everus common stock or assets would be acquired, whether by merger or otherwise;

•issuing equity securities beyond certain thresholds;

•repurchasing shares of its capital stock other than in certain open-market transactions;

•ceasing to actively conduct certain aspects of its business; or

•taking or failing to take any other action that would jeopardize the expected U.S. federal income tax treatment of the distribution and certain related transactions.

These restrictions may limit Everus’ ability to pursue certain strategic transactions or other transactions that it may believe to be in the best interests of its stockholders or that might increase the value of its business.

Until the separation and distribution occur, MDU Resources has sole discretion to change the terms of the separation and distribution in ways that may be unfavorable to Everus, including to determine not to effect the distribution at all.

Until the separation and distribution occur, Everus will continue to be an indirect, wholly owned subsidiary of MDU Resources. Accordingly, MDU Resources will have the sole and absolute discretion to determine and change the terms of the separation and distribution, including the establishment of the record date for the distribution and the distribution date. These changes could be unfavorable to Everus. In addition, the MDU Resources board of directors, in its sole and absolute discretion, may decide not to proceed with the separation and distribution at any time prior to the distribution date.

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Everus may not achieve some or all of the expected benefits of the separation, and the separation may materially and adversely affect its financial position, results of operations and cash flows.

Everus may be unable to achieve the full strategic and financial benefits expected to result from the separation, or such benefits may be delayed or not occur at all. The separation and distribution are expected to provide the following benefits, among others:

•a distinct investment identity allowing investors to evaluate the merits, strategy, performance and future prospects of Everus’ business separately from MDU Resources;

•enhanced strategic focus to more effectively pursue individualized strategies specific to the industries in which Everus and MDU Resources operates and use equity tailored to their own businesses to enhance acquisition and capital programs;

•more efficient allocation of capital for both Everus and MDU Resources based on each company’s profitability, cash flow and growth opportunities;

•direct access for Everus to the capital markets, while at the same time creating an independent equity structure that will facilitate its ability to deploy capital toward its specific growth opportunities; and

•enhanced employee hiring and retention by, among other things, improving the alignment of management and employee incentives with industry-specific performance and growth objectives.

Everus may not achieve these and other anticipated benefits for a variety of reasons, including, among others, that: (a) the separation will require significant amounts of management’s time and effort, which may divert management’s attention from operating and growing Everus’ business; (b) following the separation and distribution, Everus may be more susceptible to market fluctuations and other adverse events than if it was still a part of MDU Resources; (c) following the separation and distribution, Everus’ business will be less diversified than MDU Resources’ business prior to the separation and distribution; and (d) the other actions required to separate MDU Resources’ and Everus’ respective businesses could disrupt Everus’ operations. If Everus fails to achieve some or all of the benefits expected to result from the separation, or if such benefits are delayed, it could have a material adverse effect on its financial position, results of operations and cash flows.

Everus or MDU Resources may fail to perform under various transaction agreements that will be executed as part of the separation or Everus may fail to have necessary systems and services in place when certain of the transaction agreements expire.

In connection with the separation and prior to the distribution, Everus and MDU Resources will enter into a separation agreement and will also enter into various other agreements, including a transition services agreement, a tax matters agreement and an employee matters agreement. The separation agreement, the tax matters agreement and the employee matters agreement will determine the allocation of assets and liabilities between the companies following the separation for those respective areas and will include any necessary indemnifications related to liabilities and obligations. The transition services agreement will provide for the performance of certain services by MDU Resources for the benefit of Everus, or in some cases certain services provided by Everus for the benefit of MDU Resources, for a limited period of time after the separation. Everus will rely on MDU Resources to satisfy its obligations under these agreements. If MDU Resources is unable to satisfy its obligations under these agreements, including its indemnification obligations, Everus could incur operational difficulties or losses. If Everus does not have agreements with other providers of these services once certain transaction agreements expire or terminate, Everus may not be able to operate its business effectively, which may have a material adverse effect on its financial position, results of operations and cash flows.

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Everus’ inability to resolve favorably any disputes that arise between Everus and MDU Resources with respect to their past and ongoing relationships may adversely affect Everus’ operating results.

Disputes may arise between Everus and MDU Resources in a number of areas relating to Everus’ ongoing relationships, including:

•labor, tax, employee benefits, indemnification and other matters arising from Everus’ separation from MDU Resources;

•employee retention and recruiting;

•business combinations involving Everus; and

•the nature, quality and pricing of services that Everus and MDU Resources have agreed to provide each other.

Everus may not be able to resolve potential conflicts, and even if it does, the resolution may be less favorable than if it were dealing with an unaffiliated party.

The agreements Everus enters into with MDU Resources may be amended upon agreement between the parties. While Everus is controlled by MDU Resources, it may not have the leverage to negotiate amendments to these agreements, if required, on terms as favorable to it as those it would negotiate with an unaffiliated third party.

After the distribution, certain members of management and directors will hold stock in both Everus and MDU Resources, and as a result may face actual or potential conflicts of interest.

After the distribution, the management and directors of each of MDU Resources and Everus may own both MDU Resources common stock and Everus common stock. This ownership overlap could create, or appear to create, potential conflicts of interest when Everus’ management and directors and MDU Resources’ management and directors face decisions that could have different implications for Everus and MDU Resources. For example, potential conflicts of interest could arise in connection with the resolution of any dispute between MDU Resources and Everus regarding the terms of the agreements governing the distribution and the relationship with MDU Resources thereafter. These agreements include the separation and distribution agreement, the tax matters agreement, the employee matters agreement and the transition services agreement. Potential conflicts of interest may also arise out of any commercial arrangements that Everus or MDU Resources may enter into in the future.

No vote of MDU Resources stockholders is required in connection with the separation and distribution. As a result, if the distribution occurs and you do not want to receive Everus common stock in the distribution, your sole recourse will be to divest yourself of your MDU Resources common stock prior to the record date of the distribution.

No vote of MDU Resources stockholders is required in connection with the separation and distribution. Accordingly, if this transaction occurs and you do not want to receive Everus common stock in the distribution, your only recourse will be to divest yourself of your MDU Resources common stock prior to the record date for the distribution or to sell your MDU Resources common stock in the “regular-way” market in between the record date and the distribution date.

Failure to maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act could materially and adversely affect Everus.

As a public company, Everus will become subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act and the Dodd-Frank Act and will be required to prepare its financial statements according to the rules and regulations required by the SEC. Among other things, the Exchange Act requires that Everus file annual, quarterly and current reports. Everus’ failure to prepare and disclose this information in a timely manner or to otherwise comply with applicable law could subject it to penalties under federal securities laws, expose it to lawsuits and restrict its ability to access financing. In addition, the Sarbanes-Oxley Act requires that, among other things, Everus establish and maintain effective internal controls and procedures for financial reporting and disclosure

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purposes. Internal control over financial reporting is complex and may be revised over time to adapt to changes in Everus’ business, or changes in applicable accounting rules. Everus cannot assure you that its internal control over financial reporting will be effective in the future or that a material weakness will not be discovered with respect to a prior period for which it had previously believed that internal controls were effective. If Everus is not able to maintain or document effective internal control over financial reporting, its independent registered public accounting firm will not be able to certify as to the effectiveness of its internal control over financial reporting. While Everus has been adhering to these laws and regulations as a subsidiary of MDU Resources, after the distribution it will need to demonstrate its ability to manage its compliance with these corporate governance laws and regulations as an independent, public company.

Matters affecting Everus’ internal controls may cause it to be unable to report its financial information on a timely basis, or may cause it to restate previously issued financial information, and thereby subject Everus to adverse regulatory consequences, including sanctions or investigations by the SEC, or violations of applicable stock exchange listing rules. There could also be a negative reaction in the financial markets due to a loss of investor confidence in Everus and the reliability of its financial statements. Confidence in the reliability of Everus’ financial statements is also likely to suffer if it or its independent registered public accounting firm reports a material weakness in its internal control over financial reporting. This could have a material and adverse effect on Everus by, for example, leading to a decline in the share price and impairing its ability to raise additional capital.

In connection with the separation from MDU Resources, Everus will incur debt obligations that could adversely affect its business, profitability and its ability to meet obligations.

In connection with the separation, Everus anticipates that it will enter into a five-year credit agreement, whereby Everus will have the capacity to incur indebtedness in an aggregate principal amount of up to $525 million. Such indebtedness is expected to consist of $300 million in aggregate principal amount of term loans and a $225 million revolving credit facility, under which Everus expects to have $40 million outstanding as of the separation date based on projected working capital needs. This amount of debt could potentially have important consequences to Everus and its debt and equity investors, including:

•requiring a substantial portion of its cash flow from operations to make interest payments on this debt following the separation;

•making it more difficult to satisfy debt service and other obligations;

•increasing the risk of a future credit ratings downgrade of its debt, which could increase future debt costs and limit the future availability of debt financing;

•increasing its vulnerability to general adverse economic and industry conditions;

•reducing the cash flow available to fund capital expenditures and other corporate purposes and to grow its business;

•limiting its flexibility in planning for, or reacting to, changes in its business and the industry;

•placing it at a competitive disadvantage relative to its competitors that may not be as highly leveraged with debt; and

•limiting its ability to borrow additional funds as needed or take advantage of business opportunities as they arise, pay cash dividends or repurchase ordinary shares.

To the extent that Everus incurs additional indebtedness, the foregoing risks could increase. In addition, Everus’ actual cash requirements in the future may be greater than expected. Everus’ cash flow from operations may not be sufficient to repay all of the outstanding debt as it becomes due, and it may not be able to borrow money, sell assets or otherwise raise funds on acceptable terms, or at all, to refinance its debt.

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A lowering or withdrawal of the ratings, outlook or watch assigned to Everus’ new debt securities by rating agencies may increase its future borrowing costs and reduce its access to capital.

Everus’ indebtedness is expected to have a non-investment grade rating, and any rating, outlook or watch assigned could be lowered or withdrawn entirely by a rating agency if, in that rating agency’s judgment, current or future circumstances relating to the basis of the rating, outlook, or watch such as adverse changes to Everus’ business, so warrant. Any future lowering of Everus’ ratings, outlook or watch likely would make it more difficult or more expensive for Everus to obtain additional debt financing.

As an independent, publicly traded company, Everus may not enjoy the same benefits that it did as a segment of MDU Resources.

Historically, Everus’ business has been operated as one of MDU Resources’ business segments, and MDU Resources performed substantially all the corporate functions for Everus Construction’s operations, including managing financial and human resources systems, internal auditing, investor relations, treasury services, financial reporting, finance and tax administration, benefits administration, legal, and regulatory functions. Following the distribution, MDU Resources will provide support to Everus with respect to certain of these functions on a transitional basis. Everus will need to replicate certain facilities, systems, infrastructure and personnel to which it will no longer have access after the distribution and will likely incur capital and other costs associated with developing and implementing its own support functions in these areas. Such costs could be material.

As an independent, publicly traded company, Everus may become more susceptible to market fluctuations and other adverse events than it would have been were it still a part of MDU Resources. As part of MDU Resources, Everus has been able to enjoy certain benefits from MDU Resources’ operating diversity and available capital for investments. As an independent, publicly traded company, Everus will not have similar operating diversity and may not have similar access to capital markets, which could have a material adverse effect on its financial position, results of operations and cash flows.

In connection with the separation from MDU Resources, MDU Resources will indemnify Everus for certain liabilities and Everus will indemnify MDU Resources for certain liabilities. If Everus is required to pay MDU Resources under these indemnities, Everus’ financial results could be negatively impacted. The MDU Resources indemnity may not be sufficient to hold Everus harmless from the full amount of liabilities for which MDU Resources will be allocated responsibility, and MDU Resources may not be able to satisfy its indemnification obligations in the future.

Pursuant to the separation agreement and certain other agreements with MDU Resources, MDU Resources will agree to indemnify Everus for certain liabilities, and Everus will agree to indemnify MDU Resources for certain liabilities, in each case for uncapped amounts, as discussed further in “Certain Relationships and Related Person Transactions.” Indemnities that Everus may be required to provide MDU Resources are not subject to any cap, may be significant and could negatively impact Everus’ business, particularly with respect to indemnities provided in the tax matters agreement (as previously described in more detail elsewhere in this information statement). Third parties could also seek to hold Everus responsible for any of the liabilities that MDU Resources has agreed to retain. Any amounts Everus is required to pay pursuant to these indemnification obligations and other liabilities could require Everus to divert cash that would otherwise have been used in furtherance of its operating business. Further, the indemnity from MDU Resources may not be sufficient to protect Everus against the full amount of such liabilities, and MDU Resources may not be able to fully satisfy its indemnification obligations. Moreover, even if Everus ultimately succeeds in recovering from MDU Resources any amounts for which it is held liable, it may be temporarily required to bear these losses itself. Each of these risks could have a material adverse effect on Everus’ financial position, results of operations and cash flows.

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The transfer to Everus of certain contracts, permits and other assets and rights may require the consents, approvals of, or provide other rights to, third parties. If such consents or approvals are not obtained, Everus may not be entitled to the full benefit of such contracts, permits and other assets and rights, which could increase its expenses or otherwise harm its business and financial performance.

The separation and distribution agreement will provide that certain contracts, permits and other assets and rights are to be transferred from MDU Resources or its subsidiaries to Everus or its subsidiaries in connection with the separation. The transfer of certain of these contracts, permits and other assets and rights may require consents or approvals of third parties or provide other rights to third parties. In addition, in some circumstances, Everus and MDU Resources are joint beneficiaries of contracts, and Everus and MDU Resources may need the consents of third parties in order to split or separate the existing contracts or the relevant portion of the existing contracts to Everus or MDU Resources.

Some parties may use consent requirements or other rights to seek to terminate contracts or obtain more favorable contractual terms from Everus, which, for example, could take the form of price increases. This could require Everus to expend additional resources in order to obtain the services or assets previously provided under the contract, or require Everus to seek arrangements with new third parties or obtain letters of credit or other forms of credit support. If Everus is unable to obtain required consents or approvals, it may be unable to obtain the benefits, permits, assets and contractual commitments that are intended to be allocated to Everus as part of its separation from MDU Resources, and Everus may be required to seek alternative arrangements to obtain services and assets that may be more costly and/or of lower quality. The termination or modification of these contracts or permits or the failure to timely complete the transfer or separation of these contracts or permits could negatively affect Everus’ business, financial condition, results of operations and cash flows.

Following the separation, Everus will reposition its brand and no longer be associated with the “Construction Services Group” name, which could adversely affect its national reputation and recognition.

Historically, Everus Construction has primarily operated its business through local brands but has been nationally recognized under, and associated with, the “Construction Services Group” name and its strong reputation for high-quality products and services. In preparation for and following the separation, Everus will reposition its brand and update, as applicable, its products and services previously using the “Construction Services Group” name or other related names and marks and discontinue their use in connection with Everus’ offerings. In furtherance of the brand repositioning, on March 12, 2024, MDU Resources changed the name of MDU Construction Services Group, Inc. to Everus Construction, Inc. Any new names and brands may not benefit from the same recognition and association with product quality as the “Construction Services Group” name, which could adversely affect Everus’ ability to attract and maintain its customers, who may prefer to use products with a stronger brand identity. In addition, Everus’ business may suffer from brand confusion resulting from the re-naming and re-branding, including as a result of a loss of customers or disruption to Everus’ existing relationships with suppliers or other third parties due to such brand confusion.

Risks Related to Everus Common Stock

Everus cannot be certain that an active trading market for its shares of common stock will develop or be sustained after the distribution, and following the distribution, its stock price may fluctuate significantly.

A public market for Everus common stock does not currently exist. Everus anticipates that on the third trading day prior to the distribution, trading in shares of Everus common stock will begin on a “when-issued” basis, which will continue through the distribution date. However, Everus cannot guarantee that an active trading market will develop or be sustained for shares of Everus common stock after the distribution. Nor can it predict the prices at which shares of Everus common stock may trade after the distribution. Similarly, Everus cannot predict the effect of the distribution on the trading prices of shares of Everus common stock or whether the combined market value of the shares of Everus common stock and MDU Resources common stock will be less than, equal to or greater than the market value of shares of MDU Resources common stock prior to the distribution.

Until the market has fully evaluated MDU Resources’ remaining businesses without Everus, the price at which shares of MDU Resources common stock trade may fluctuate more significantly than might otherwise be typical,

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even with other market conditions, including general volatility, held constant. Similarly, until the market has fully evaluated Everus’ business as a standalone entity, the prices at which shares of Everus common stock trade may fluctuate more significantly than might otherwise be typical, even with other market conditions, including general volatility, held constant. The increased volatility of Everus common stock price following the distribution may have a material adverse effect on its business, financial condition and results of operations.

The market price of shares of Everus common stock may fluctuate significantly due to a number of factors, some of which may be beyond Everus’ control, including:

•actual or anticipated fluctuations in Everus’ operating results;

•declining operating revenues derived from Everus’ core business;

•the operating and stock price performance of comparable companies;

•changes in Everus’ stockholder base due to the separation;

•changes in the regulatory and legal environment in which Everus operates; and

•market conditions in the construction services contracting market, and the domestic and worldwide economy as a whole.

The combined post-separation value of four shares of MDU Resources common stock and one share of Everus common stock may not equal or exceed the pre-distribution value of four shares of MDU Resources common stock.

As a result of the separation, the trading price of shares of MDU Resources common stock immediately following the separation may be different from the “regular-way” trading price of such shares immediately prior to the separation because the trading price of MDU Resources common stock will no longer reflect the value of Everus Construction. There can be no assurance that the combined market value of four shares of MDU Resources and one share of Everus common stock following the separation will be equal to, greater than or less than the market value of four shares of MDU Resources common stock if the separation did not occur.

A significant number of shares of Everus’ common stock are or will be eligible for future sale, which may cause the market price of Everus common stock to decline.

Upon completion of the separation and distribution, Everus will have an aggregate of approximately [          ] million shares of common stock outstanding. Virtually all of those shares will be freely tradable without restriction or registration under the Securities Act of 1933, as amended (the “Securities Act”). Everus is unable to predict whether large amounts of Everus common stock will be sold in the open market following the separation and distribution. Everus is also unable to predict whether a sufficient number of buyers of Everus common stock to meet the demand to sell shares of Everus common stock at attractive prices would exist at that time. It is possible that MDU Resources stockholders will sell the shares of Everus common stock they receive in the distribution for various reasons. For example, such stockholders may not believe that Everus’ business profile or its level of market capitalization as an independent company fits their investment objectives. The sale of significant amounts of Everus common stock or the perception in the market that this will occur may lower the market price of Everus common stock.

If securities or industry analysts do not publish research or publish misleading or unfavorable research about Everus’ business, Everus’ stock price and trading volume could decline.

The trading market for Everus common stock will depend in part on the research and reports that securities or industry analysts publish about Everus or its business. Everus does not currently have and may never obtain research coverage for Everus common stock. If there is no research coverage of Everus common stock, the trading price for shares of Everus common stock may be negatively impacted. If Everus obtains research coverage for Everus common stock and if one or more of the analysts downgrades its stock or publishes misleading or unfavorable research about its business, Everus’ stock price would likely decline. If one or more of the analysts ceases coverage

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of Everus common stock or fails to publish reports on Everus regularly, demand for Everus common stock could decrease, which could cause Everus common stock price or trading volume to decline.

There may be substantial changes in Everus’ stockholder base.

Many investors receiving shares of Everus common stock pursuant to the distribution may hold those shares because of a decision to invest in a company with MDU Resources’ profile. Following the distribution, the shares of Everus common stock held by those investors will represent an investment in a company focused exclusively on the construction services industry, with a different profile. This may not be aligned with a holder’s investment strategy and may cause the holder to sell the shares of Everus common stock they receive in the distribution. As a result, Everus’ stock price may decline or experience volatility as its stockholder base changes.

Your percentage of ownership in Everus may be diluted in the future.

In the future, your percentage ownership in Everus may be diluted because of equity awards that Everus will grant to its directors, officers and employees or otherwise as a result of equity issuances for acquisitions or capital market transactions. Everus’ employees will have stock-based awards relating to shares of Everus common stock after the distribution as a result of conversion of their MDU Resources stock-based awards (in whole or in part) to its stock-based awards. Further, Everus anticipates that its Compensation Committee will grant additional stock-based awards to its directors, officers and employees after the distribution. Such awards will have a dilutive effect on Everus’ earnings per share, which could adversely affect the market price of shares of Everus common stock. From time to time, Everus will issue additional stock-based awards to its employees under its employee benefits plans.

In addition, Everus’ certificate of incorporation will authorize it to issue, without the approval of its stockholders, one or more classes or series of preferred stock that have such designation, powers, preferences and relative, participating, optional and other special rights, including preferences over Everus common stock respecting dividends and distributions, as its board of directors generally may determine. The terms of one or more classes or series of preferred stock could dilute the voting power or reduce the value of Everus common stock. Similarly, the repurchase or redemption rights or liquidation preferences Everus could assign to holders of preferred stock could affect the residual value of the common stock. See “Description of Everus Capital Stock.”

Everus cannot guarantee the timing, declaration, amount or payment of dividends, if any, on its common stock.

The timing, declaration, amount and payment of any dividends, if any, to its stockholders following the separation and distribution will be within the discretion of Everus’ board of directors, and will depend upon many factors, including Everus’ financial condition, earnings, capital requirements, including for its operating subsidiaries, covenants associated with certain of Everus’ debt service obligations, legal requirements, Delaware corporate surplus requirements, regulatory constraints, industry practice, ability to access capital markets, and other factors deemed relevant by Everus’ board of directors. Everus’ ability to pay dividends will also depend on its ongoing ability to generate cash flows from operations. Moreover, if Everus determines to pay any dividend in the future, there can be no assurance that it will continue to pay such dividends or the amount of such dividends. For more information, see “Dividend Policy.”

Everus’ certificate of incorporation and bylaws will designate the state courts of the State of Delaware, or, if no state court located in the State of Delaware has jurisdiction, the federal court for the District of Delaware, as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by Everus’ stockholders, which could discourage lawsuits against Everus and its directors and officers.

Everus’ certificate of incorporation and bylaws will provide that, unless the board of directors otherwise determines, the state courts of the State of Delaware, or, if no state court located in the State of Delaware has jurisdiction, the federal court for the District of Delaware, will be the sole and exclusive forum for any derivative action or proceeding brought on behalf of Everus, any action asserting a claim of breach of a fiduciary duty owed by any director or officer to Everus or its stockholders, creditors or other constituents, any action asserting a claim against Everus or any director or officer arising pursuant to any provision of the Delaware General Corporation Law, as amended (the “DGCL”), or Everus’ certificate of incorporation or bylaws, or any action asserting a claim against Everus or any director or officer governed by the internal affairs doctrine. However, these exclusive forum

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provisions will not apply to actions asserting only federal law claims under the Securities Act or the Exchange Act, regardless of whether the state courts in the State of Delaware have jurisdiction over those claims.

This exclusive forum provision may limit the ability of Everus’ stockholders to bring a claim in a judicial forum that such stockholders find favorable for disputes with Everus or its directors or officers, which may discourage such lawsuits against Everus and its directors and officers. Alternatively, if a court outside of Delaware were to find this exclusive forum provision inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings described above, Everus may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect its business, financial condition or results of operations.

Provisions in Everus’ certificate of incorporation and bylaws and Delaware law may prevent or delay an acquisition of Everus, which could decrease the trading price of Everus common stock.

Everus’ certificate of incorporation and bylaws, and Delaware law, contain provisions that are intended to deter coercive takeover practices and inadequate takeover bids by making such practices or bids more expensive to the acquirer and to encourage prospective acquirers to negotiate with Everus’ board of directors rather than to attempt a hostile takeover. These provisions include rules regarding how stockholders may present proposals or nominate directors for election at stockholder meetings and the right of Everus’ board of directors to issue preferred stock without stockholder approval. Delaware law also imposes some restrictions on mergers and other business combinations between any holder of 15 percent or more of Everus’ outstanding common stock and Everus. For more information, see “Description of Everus Capital Stock—Anti-Takeover Effects of Governance Provisions.”

Everus believes these provisions protect its stockholders from coercive or otherwise unfair takeover tactics by requiring potential acquirers to negotiate with its board of directors and by providing its board of directors with more time to assess any acquisition proposal. These provisions are not intended to make Everus immune from takeovers. However, these provisions apply even if the offer may be considered beneficial by some stockholders and could delay or prevent an acquisition that Everus’ board of directors determines is not in the best interests of Everus and its stockholders. Accordingly, in the event that Everus’ board of directors determines that a potential business combination transaction is not in the best interests of Everus and its stockholders but certain stockholders believe that such a transaction would be beneficial to Everus and its stockholders, such stockholders may elect to sell their shares in Everus and the trading price of Everus common stock could decrease.

These and other provisions of Everus’ certificate of incorporation, bylaws and the DGCL could have the effect of delaying, deferring or preventing a proxy contest, tender offer, merger or other change in control, which may have a material adverse effect on Everus’ business, financial condition and results of operations.

Furthermore, an acquisition or further issuance of Everus’ stock could trigger the application of Section 355(e) of the Code, causing the distribution to be taxable to MDU Resources. For a discussion of Section 355(e) of the Code, see “Material U.S. Federal Income Tax Consequences.” Under the tax matters agreement, and as described in more detail above, Everus would be required to indemnify MDU Resources for the resulting taxes and related amount, and this indemnity obligation might discourage, delay or prevent a change of control that stockholders may consider favorable.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This information statement and other materials Everus and MDU Resources have filed or will file with the SEC (and oral communications that Everus or MDU Resources may make) contain or incorporate by reference, or will contain or incorporate by reference, certain “forward-looking statements” within the meaning of the securities laws. All statements that reflect Everus’ or MDU Resources’ expectations, assumptions or projections about the future, other than statements of historical facts, including, without limitation, statements regarding business strategies, market potential, future financial performance and other matters. The words “believe,” “expect,” “estimate,” “could,” “should,” “intend,” “may,” “plan,” “seek,” “anticipate,” “project” and similar expressions generally identify forward-looking statements, which speak only as of the date the statements were made. In particular, information included under “Risk Factors,” “The Separation and Distribution,” “Capitalization,” “Unaudited Pro Forma Condensed Consolidated Financial Statements,” “Business,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other sections of this information statement contain forward-looking statements. The matters discussed in these forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those projected, anticipated or implied in the forward-looking statements. Although each of Everus and MDU Resources believes that the expectations reflected in any forward-looking statements it makes are based on reasonable assumptions, it can give no assurance that the expectation will be attained and it is possible that actual results may differ materially from those indicated by these forward-looking statements due to a variety of risks and uncertainties.

Such risks and uncertainties include, but are not limited to:

•seasonality and adverse weather conditions;

•competition in Everus’ industry;

•the failure to retain current customers and obtain new customer contracts;

•changes in prices for commodities, labor, or other production and delivery inputs;

•Everus’ inability to hire, develop and retain key personnel and skilled labor forces;

•exposure to warranty claims;

•economic volatility;

•Everus’ inability to provide surety bonds;

•Everus’ backlog not accurately representing future revenue;

•supply chain disruptions;

•capital market and interest rates;

•increased financing costs due to possible reductions in Everus’ credit ratings;

•negative impacts from pending and/or future litigation, claims or investigations;

•liability resulting from Everus’ participation in multiemployer-defined benefit pension plans;

•increased health care plan costs;

•risks associated with the nonpayment and/or nonperformance of Everus’ customers and counterparties;

•increases or changes in income tax rates or tax-related laws;

•risks associated with import tariffs and/or other government mandates;

•new interpretations of or changes in the enforcement of the government regulatory framework;

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•a cybersecurity incident or other disruptions in the availability of Everus’ computer systems or privacy breaches;

•artificial intelligence presents challenges that can impact Everus’ business by posing security risks to confidential or proprietary information and personal data;

•the pandemic’s potential impact on the United States, including the customer sectors Everus serves and governmental responses to the pandemic;

•the expected benefits and timing of the separation, and the risk that conditions to the separation will not be satisfied and/or that the separation will not be completed within the expected time frame, according to the expected terms or at all;

•the risk of increased costs from lost synergies, costs of restructuring transactions and other costs incurred in connection with the separation;

•retention of existing management team members and the ability to obtain the necessary personnel as a result of the separation;

•reaction of customers, employees and other parties to the separation, and the impact of the separation on each of Everus’ and MDU Resources’ businesses;

•Everus’ leverage;

•risks associated with expected financing transactions undertaken in connection with the separation and risks associated with indebtedness incurred in connection with the separation;

•any failure by MDU Resources to perform its obligations under the various separation agreements to be entered into in connection with the separation and distribution;

•a determination by the IRS that the distribution or certain related transactions are taxable;

•the possibility that any consents or approvals required in connection with the separation will not be received or obtained within the expected time frame, on the expected terms or at all; and

•the impact of the separation on its businesses and the risk that the separation may be more difficult, time consuming or costly than expected, including the impact on its resources, systems, procedures and controls, diversion of management’s attention and the impact on relationships with customers, suppliers, employees and other business counterparties.

The above list of factors is not exhaustive or necessarily in order of importance. For additional information on identifying factors that may cause actual results to vary materially from those stated in forward-looking statements, see the discussion under “Risk Factors” in this information statement.

You should read this information statement completely and with the understanding that actual future results may be materially different from expectations. All forward-looking statements made in this information statement are qualified by these cautionary statements. These forward-looking statements are made only as of the date of this information statement, and Everus does not undertake any obligation, other than as may be required by law, to update or revise any forward-looking or cautionary statements to reflect changes in assumptions, the occurrence of events, unanticipated or otherwise, and changes in future operating results over time or otherwise.

Comparisons of results for current and any prior periods are not intended to express any future trends, or indications of future performance, unless expressed as such, and should only be viewed as historical data.

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THE SEPARATION AND DISTRIBUTION

Overview

On November 2, 2023, MDU Resources announced its intention to separate its wholly owned subsidiary, Everus Construction (formerly known as MDU Construction Services Group, Inc.), from MDU Resources. On March 12, 2024, in connection with the planned separation, MDU Resources changed the name of MDU Construction Services Group, Inc. to Everus Construction, Inc. MDU Resources intends to effect the separation through a pro rata distribution to MDU Resources stockholders of 100% of the outstanding common stock of a new entity, Everus Construction Group, Inc. Everus was formed to hold Everus Construction and the assets and liabilities associated with it and its business. As part of the separation, MDU Resources and its subsidiaries expect to conduct an internal reorganization to transfer Everus Construction and its associated assets and liabilities to Everus.

Following the distribution, MDU Resources stockholders will own 100% of the outstanding shares of Everus common stock, and Everus will be a separate public company from MDU Resources. Prior to completing the separation, MDU Resources may adjust the percentage of Everus common stock to be distributed to MDU Resources stockholders or retained by MDU Resources in response to market and other factors, and it will amend this information statement to reflect any such adjustment. The number of shares of MDU Resources common stock stockholders own will not change as a result of the separation.

On [                    ], the MDU Resources board of directors approved the distribution of 100% of the issued and outstanding shares of Everus common stock, on the basis of one share of Everus common stock for every four shares of MDU Resources common stock held as of the close of business on [                    ], the record date for the distribution.

Subject to the satisfaction or waiver of the conditions to the distribution (see “—Conditions to the Distribution” below), at [           ] Eastern Time, on [                    ], the distribution date, each MDU Resources stockholder will receive one share of Everus common stock for every four shares of MDU Resources common stock held at the close of business on the record date for the distribution, as described below. MDU Resources stockholders will receive cash in lieu of any fractional shares of Everus common stock that they would have received after application of this ratio. MDU Resources stockholders will not be required to make any payment, surrender or exchange their shares of MDU Resources common stock or take any other action to receive their shares of Everus common stock in the distribution. The distribution of Everus common stock as described in this information statement is subject to the satisfaction or waiver of certain conditions. For a more detailed description of these conditions, see “—Conditions to the Distribution” below.

Reasons for the Separation

The MDU Resources board of directors believes that the separation of Everus Construction from the remaining businesses of MDU Resources is in the best interests of MDU Resources and its stockholders. A wide variety of factors were considered by the MDU Resources board of directors in evaluating the separation. Among other things, the MDU Resources board of directors considered the following potential benefits of the separation:

•Heightened Strategic Focus. The separation will allow Everus and MDU Resources to more effectively pursue their distinct operating priorities and strategies and will enable the management of both companies to pursue unique opportunities for long-term growth and profitability. Everus’ management will be able to focus exclusively on its construction services business, while the management of MDU Resources will remain dedicated to its remaining businesses.

•Tailored Capital Allocation Strategies. The separation will permit each company to concentrate its financial resources solely on its own operations, providing greater flexibility to invest capital in its business at a time and in a manner appropriate for its distinct strategy and business needs. This will facilitate a more efficient allocation of capital based on each company’s profitability, cash flow and growth opportunities.

•Optimized Capital Structures. The separation will allow Everus and MDU Resources to each benefit from distinct capital structures and financial policies tailored to its separate business profiles and needs. The

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separation will create independent equity securities for Everus and MDU Resources, affording each direct access to the capital markets and enabling each of them to use its own industry-focused stock to consummate future acquisitions or other transactions. As a result, Everus and MDU Resources will each have more flexibility to capitalize on its unique strategic opportunities.

•Alignment of Incentives with Performance Objectives. The separation will facilitate equity-based and other incentive compensation arrangements for employees more directly tied to the performance of each company’s business, and enhance employee hiring and retention by, among other things, improving the alignment of management and employee incentives with performance and growth objectives.

•Distinct Investment Opportunities. The separation will allow investors to separately value Everus and MDU Resources based on their distinct investment identities. Everus’ business differs from MDU Resources’ remaining businesses in several respects, including customer bases, regulatory oversight, competitors, strategic initiatives, sales channels and technology needs. The separation will enable investors to evaluate the merits, strategy, performance, and future prospects of each company’s respective business and to invest in each company separately based on these distinct characteristics. The separation may attract new investors who may not have properly assessed the value of Everus Construction relative to the value it is currently accorded as part of MDU Resources.

The MDU Resources board of directors also considered a number of potentially unfavorable factors in evaluating the separation, including:

•Risk of Failure to Achieve Anticipated Benefits of the Separation. Everus may not achieve the anticipated benefits of the separation for a variety of reasons, including, among others: the separation will demand significant management resources and require significant amounts of management’s time and effort, which may divert management’s attention from operating the business; and following the separation, Everus may be more susceptible to market fluctuations and other adverse events than if it were still a part of MDU Resources because its business will be less diversified than MDU Resources’ business prior to the completion of the separation and distribution.

•Disruptions and Costs Related to the Separation. The actions required to separate Everus from MDU Resources could disrupt Everus’ operations. In addition, Everus will incur substantial costs in connection with the transition to being a standalone, public company, which may include financial reporting, tax, legal and other professional services costs.

•Loss of Scale and Increased Administrative Costs. As part of MDU Resources, Everus currently takes advantage of MDU Resources’ size and purchasing power in procuring certain goods and services. After the separation and distribution, as a standalone company, Everus may be unable to obtain these goods and services at prices or on terms as favorable as those MDU Resources obtained prior to completion of the separation and distribution. In addition, as part of MDU Resources, Everus benefits from certain functions performed by MDU Resources, such as financial reporting, tax, legal, human resources, internal audit, risk management, information technology and other general and administrative functions. After the separation and distribution, MDU Resources will not perform these functions for Everus, other than certain functions that will be provided for a limited time pursuant to the transition services agreement, and, because of Everus’ smaller scale as a standalone company, Everus’ cost of performing such functions could be higher than the amounts reflected in its historical financial statements, which would cause its profitability to decrease.

•Uncertainty Regarding Stock Prices. The effect of the separation on the trading prices of Everus or MDU Resources common stock is not predictable nor can it be known with certainty whether the combined market value of four shares of MDU Resources common stock and one share of Everus common stock following the distribution will be equal to, greater than or less than the market value of four shares of MDU Resources common stock prior to the distribution.

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In determining whether to pursue the separation, MDU Resources’ board of directors concluded that the potential benefits of the separation outweighed these negative factors. See “Risk Factors” included elsewhere in this information statement.

In connection with its review, the MDU Resources board of directors also considered certain alternatives to the separation of Everus, including a sale. The MDU Resources board of directors determined, however, that selling Everus would be less favorable given that, among other factors, the potential after-tax benefit of selling Everus would be less than the potential appreciation of MDU Resources stock post-separation of Everus, and accordingly, would not result in as much value creation for MDU Resources stockholders. Following this assessment, the MDU Resources board of directors determined that the separation is the best path forward for MDU Resources and its stockholders.

Formation of Everus and Internal Reorganization

Everus was formed as a Delaware corporation on February 28, 2024, for the purpose of holding Everus Construction and the assets and liabilities associated with Everus Construction’s business.

As part of the plan to separate Everus Construction and pursuant to the separation and distribution agreement, MDU Resources expects to complete an internal reorganization to transfer to Everus the equity interests of Everus Construction and its subsidiaries and the assets and liabilities associated with Everus Construction’s business prior to the distribution. The internal reorganization is expected to include various restructuring transactions that may take the form of asset transfers, mergers, dividends, distributions, contributions and similar transactions, and may involve the formation of new subsidiaries to own and operate Everus Construction or MDU Resources’ remaining businesses.

Following the completion of the internal reorganization and immediately following the distribution, Everus will own Everus Construction, and MDU Resources will continue to own its remaining businesses.

When and How You Will Receive the Distribution

With the assistance of Equiniti, and subject to the satisfaction and waiver of the conditions to the distribution, MDU Resources expects to distribute 100% of the outstanding shares of Everus common stock at [              ] Eastern Time on [                      ], the distribution date, to all holders of outstanding shares of MDU Resources common stock as of the close of business on [                   ], the record date for the distribution. Equiniti, which currently serves as the transfer agent and registrar for MDU Resources common stock, will serve as the settlement and distribution agent in connection with the distribution and the transfer agent and registrar for Everus common stock.

If you own shares of MDU Resources common stock as of the close of business on the record date for the distribution, the shares of Everus common stock that you will be entitled to receive in the distribution will be issued electronically, as of the distribution date, to you in direct registration form or to your bank or brokerage firm on your behalf. If you are a registered holder, Equiniti will then mail you a direct registration account statement that reflects your shares of Everus common stock. If you hold your MDU Resources shares through a bank or brokerage firm, your bank or brokerage firm will credit your account for the Everus shares. Direct registration form refers to a method of recording share ownership when no physical share certificates are issued to stockholders, as is the case in this distribution. If you sell shares of MDU Resources common stock in the “regular-way” market up to and including the distribution date, you will be selling your right to receive shares of Everus common stock in the distribution.

Most MDU Resources stockholders hold their shares of MDU Resources common stock through a bank or brokerage firm. In such cases, the bank or brokerage firm would be said to hold the shares in “street name” and ownership would be recorded on the bank or brokerage firm’s books. If you hold your MDU Resources shares of common stock through a bank or brokerage firm, your bank or brokerage firm will credit your account for shares of Everus common stock that you are entitled to receive in the distribution. If you have any questions concerning the mechanics of having shares held in “street name,” please contact your bank or brokerage firm.

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Transferability of Shares You Receive

Shares of Everus common stock distributed to holders in connection with the distribution will be transferable without restriction or registration under the Securities Act, except for shares received by persons who may be deemed to be Everus’ affiliates. Persons who may be deemed to be Everus’ affiliates after the distribution generally include individuals or entities that control, are controlled by or are under common control with Everus, which may include certain of its executive officers, directors or principal stockholders. Securities held by Everus’ affiliates will be subject to resale restrictions under the Securities Act. Everus’ affiliates will be permitted to sell shares of Everus common stock only pursuant to an effective registration statement or an exemption from the registration requirements of the Securities Act, such as the exemption afforded by Rule 144 under the Securities Act.

Number of Shares of Everus Common Stock You Will Receive

For every four shares of MDU Resources common stock that you own at the close of business on [                   ], the record date for the distribution, you will receive one share of Everus common stock on the distribution date. MDU Resources will not distribute any fractional shares of Everus common stock to its stockholders. Instead, if you are a registered holder, Equiniti will aggregate fractional shares into whole shares, sell the whole shares in the open market at prevailing market prices on behalf of MDU Resources stockholders and distribute the aggregate cash proceeds (net of discounts and commissions) of the sales pro rata (based on the fractional share such holder would otherwise be entitled to receive) to each holder who otherwise would have been entitled to receive a fractional share in the distribution. The distribution agent, in its sole discretion, without any influence by MDU Resources or Everus, will determine when, how and through which broker-dealer and at what price to sell the whole shares. Any broker-dealer used by the distribution agent will not be an affiliate of either MDU Resources or Everus. Equiniti is not an affiliate of either MDU Resources or Everus. Neither Everus nor MDU Resources will be able to guarantee any minimum sale price in connection with the sale of these shares. Recipients of cash in lieu of fractional shares will not be entitled to any interest on the amounts of payment made in lieu of fractional shares.

The aggregate net cash proceeds of these sales of fractional shares will be taxable for U.S. federal income tax purposes. See “Material U.S. Federal Income Tax Consequences” for an explanation of the material U.S. federal income tax consequences of the distribution. Everus estimates that it will take approximately two weeks from the distribution date for the distribution agent to complete the distributions of the aggregate net cash proceeds. If you hold your shares of MDU Resources common stock through a bank or brokerage firm, your bank or brokerage firm will receive, on your behalf, your pro rata share of the aggregate net cash proceeds of the sales and will credit your account for your share of such proceeds.

Treatment of Equity-Based Compensation

In connection with the separation and distribution, MDU Resources restricted stock units that are outstanding immediately prior to the separation and distribution and held by individuals who will serve as employees of Everus immediately following the separation and distribution will be converted into an award of restricted stock units with respect to Everus common stock. The number of shares subject to each such award will be adjusted in a manner intended to preserve the aggregate intrinsic value of the original MDU Resources award as measured immediately before and immediately after the separation and distribution, subject to rounding. Such adjusted award will otherwise be subject to the same terms and conditions that applied to the original MDU Resources award immediately prior to the separation and distribution.

Results of the Distribution

After the distribution, Everus will be an independent, publicly traded company. The actual number of shares to be distributed will be determined at the close of business on [                    ], the record date for the distribution, and will reflect any exercise of MDU Resources options and MDU Resources shares issued under MDU Resources compensation awards between the date on which the MDU Resources board of directors declares the distribution and the record date for the distribution. The distribution will not affect the number of outstanding shares of MDU Resources common stock or any rights of MDU Resources stockholders. MDU Resources will not distribute any fractional shares of Everus common stock.

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Everus will enter into a separation and distribution agreement and certain other related agreements, including a transition services agreement, a tax matters agreement and an employee matters agreement, with MDU Resources before the distribution to effect the separation and provide a framework for Everus’ relationship with MDU Resources after the separation. These agreements will provide for the allocation between Everus and MDU Resources of assets, employees, liabilities and obligations (including its investments; property, including intellectual property; employee benefits; and tax-related assets and liabilities) associated with Everus Construction and will govern the relationship between MDU Resources and Everus after the separation. For additional information regarding the separation and distribution agreement and other transaction agreements, see “Risk Factors—Risks Related to the Separation and Distribution” and “Certain Relationships and Related Person Transactions.”

Market for Everus Common Stock

There is currently no public trading market for Everus common stock. Everus expects to apply to list Everus common stock on the NYSE under the symbol “ECG.” Everus has not and will not set the initial price of Everus common stock. The initial price will be established by the public markets.

Everus cannot predict the price at which shares of Everus common stock will trade after the distribution. In fact, the combined trading prices, after the distribution, of the shares of Everus common stock that each MDU Resources stockholder will receive in the distribution and shares of MDU Resources common stock held at the record date for the distribution may not equal the “regular-way” trading price of shares of MDU Resources common stock immediately prior to the distribution. The price at which shares of Everus common stock trade may fluctuate significantly, particularly until an orderly public market develops. Trading prices for shares of Everus common stock will be determined in the public markets and may be influenced by many factors. See “Risk Factors—Risks Related to Everus Common Stock.”

Incurrence of Debt

In connection with the separation and distribution, Everus anticipates that it will enter into a five-year credit agreement, whereby Everus will have the capacity to incur indebtedness in an aggregate principal amount of up to $525 million. Such indebtedness is expected to consist of $300 million in aggregate principal amount of term loans and a $225 million revolving credit facility, under which Everus expects to have $40 million outstanding as of the separation date based on projected working capital needs. Everus expects that a portion of the net proceeds of such indebtedness will be used to repay its outstanding indebtedness with MDU Resources. A portion of the proceeds remaining after the repayment of intercompany indebtedness will be distributed to MDU Resources, with the remainder being retained by Everus. Additional details regarding such financing arrangements will be included in an amendment to this information statement. For more information, see “Description of Material Indebtedness.”

Trading Between the Record Date and Distribution Date

Beginning on the third trading day prior to the distribution date and continuing up to and including the distribution date, MDU Resources expects that there will be two markets for shares of MDU Resources common stock: a “regular-way” market and an “ex-distribution” market. Shares of MDU Resources common stock that trade on the “regular-way” market will trade with an entitlement to shares of Everus common stock to be distributed pursuant to the separation. Shares of MDU Resources common stock that trade on the “ex-distribution” market will trade without an entitlement to shares of Everus common stock to be distributed pursuant to the distribution. Therefore, if you sell shares of MDU Resources common stock in the “regular-way” market up to and including the distribution date, you will be selling your right to receive shares of Everus common stock in the distribution. If you own shares of MDU Resources common stock at the close of business on the record date and sell those shares on the “ex-distribution” market up to and including the distribution date, you will receive the shares of Everus common stock that you are entitled to receive pursuant to your ownership of shares of MDU Resources common stock as of the record date.

Furthermore, beginning on the third trading day prior to the distribution date and continuing up to and including the distribution date, Everus expects that there will be a “when-issued” market in shares of Everus common stock. “When-issued” trading refers to a sale or purchase made conditionally because the security has been authorized but not yet issued. The “when-issued” trading market will be a market for shares of Everus common stock that will be

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distributed to holders of shares of MDU Resources common stock on the distribution date. If you own shares of MDU Resources common stock at the close of business on the record date for the distribution, you would be entitled to shares of Everus common stock distributed pursuant to the distribution. You may trade this entitlement to shares of Everus common stock, without the shares of MDU Resources common stock you own, on the “when-issued” market, but your transaction will not settle until after the distribution date. On the first trading day following the distribution date, “when-issued” trading with respect to shares of Everus common stock will end, and “regular-way” trading will begin.

Conditions to the Distribution

The distribution will be effective at [              ] Eastern Time, on [                       ], which is the distribution date, provided that the conditions set forth in the separation agreement have been satisfied (or waived by MDU Resources in its sole discretion), including:

•the SEC shall have declared effective the registration statement of which this information statement forms a part; there shall be no order suspending the effectiveness of the registration statement in effect; and there shall be no proceedings for such purposes having been instituted or threatened by the SEC;

•this information statement shall have been made available to the holders of record of shares of MDU Resources common stock at the close of business on [         ], the record date for the distribution;

•MDU Resources shall have received a private letter ruling from the IRS, satisfactory to the MDU Resources board of directors, regarding certain U.S. federal income tax matters relating to the separation and distribution, and such ruling shall not have been revoked or modified in any material respect;

•MDU Resources shall have received one or more opinions from its tax advisors, in each case satisfactory to the MDU Resources board of directors, regarding certain U.S. federal income tax matters relating to the separation and distribution;

•an independent appraisal firm acceptable to MDU Resources shall have delivered one or more opinions to the board of directors of MDU Resources confirming the solvency and financial viability of MDU Resources before the consummation of the distribution and of each of Everus and MDU Resources after consummation of the distribution, and such opinions shall have been acceptable to MDU Resources in form and substance in MDU Resources’ sole discretion and shall not have been withdrawn or rescinded;

•the transfer of Everus Construction and the assets and liabilities associated with it and its business from MDU Resources to Everus on or prior to the distribution shall have occurred in accordance with the separation and distribution agreement to be entered into between Everus and MDU Resources in connection with the separation and the distribution, and the transfer of MDU Resources assets and liabilities contemplated to be transferred from Everus to MDU Resources on or prior to the distribution shall have occurred in accordance with the separation and distribution agreement;

•all actions or filings necessary or appropriate under applicable U.S. federal, state or other securities or blue sky laws and the rules and regulations thereunder shall have been taken or made and, where applicable, have become effective or been accepted by the applicable governmental entity;

•certain transaction agreements relating to the separation shall have been duly executed and delivered by the parties;

•no order, injunction or decree issued by any court of competent jurisdiction, or other legal restraint or prohibition preventing the consummation of the separation, distribution or any of the related transactions, shall be in effect;

•the shares of Everus common stock to be distributed shall have been approved for listing on the NYSE, subject to official notice of distribution;

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•Everus shall have entered into the debt financing transactions described in this information statement that are contemplated to occur on or prior to the separation and distribution; and

•no other event or development shall exist or have occurred that, in the judgment of MDU Resources’ board of directors, in its sole discretion, makes it inadvisable to effect the separation, distribution and other related transactions.

Everus cannot assure you that any or all of these conditions will be met. MDU Resources will have sole discretion to waive any of the conditions to the distribution. In addition, MDU Resources will have the sole and absolute discretion to determine (and change) the terms of, and whether to proceed with, the distribution and, to the extent it determines to so proceed, to determine the record date for the distribution, the distribution date and the distribution ratio. MDU Resources may rescind or delay its declaration of the distribution even after the record date for the distribution. MDU Resources does not intend to notify its stockholders of any modifications to the terms of the separation and distribution that, in the judgment of its board of directors, are not material. To the extent that the MDU Resources board of directors determines that any modifications by MDU Resources materially change the material terms of the separation and distribution, MDU Resources will notify MDU Resources stockholders in a manner reasonably calculated to inform them about the modification as may be required by law, by, for example, publishing a press release, filing a current report on Form 8-K, or circulating a supplement to this information statement. For example, the MDU Resources board of directors might consider material such matters as significant changes to the distribution ratio, the assets to be contributed or the liabilities to be assumed in the separation, the waiver of the condition that MDU Resources receive a private letter ruling from the IRS with respect to the separation and distribution, or the waiver of the condition that MDU Resources receive one or more tax opinions with respect to the separation and distribution.

Regulatory Approval

Everus’ registration statement on Form 10, of which this information statement forms a part, must become effective prior to the distribution, and shares of Everus common stock to be distributed must have been approved for listing on the NYSE, subject to official notice of distribution.

No Appraisal Rights

Under the DGCL, MDU Resources stockholders will not have appraisal rights in connection with the distribution.

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DIVIDEND POLICY

The timing, declaration, amount and payment of any dividends to its stockholders will fall within the sole discretion of Everus’ board of directors and will depend on many factors, such as its financial condition, earnings, capital requirements, including for Everus’ operating subsidiaries, covenants associated with certain of Everus’ debt service obligations, legal requirements, Delaware corporate surplus requirements, regulatory constraints, industry practice, ability to access capital markets and other factors that Everus’ board of directors deems relevant. Everus’ ability to pay dividends will also depend on its ongoing ability to generate cash flow from operations. There can be no assurance that we will pay a dividend in the future or continue to pay any dividend if we do commence the payment of dividends.

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CAPITALIZATION

This section discusses financial data of Everus, assuming the completion of the transactions described in this information statement, including the separation. It is assumed that as of the dates disclosed in this section, Everus Construction was a subsidiary of Everus and Everus had no other assets, liabilities or operations.

The following table sets forth Everus Construction’s Cash, cash equivalents and restricted cash and Capitalization as of June 30, 2024, on an unaudited historical basis and on an unaudited pro forma basis to give effect to the pro forma adjustments described in the Everus unaudited pro forma condensed consolidated financial statements and notes thereto included elsewhere in this information statement. The information below is not necessarily indicative of what Everus’ Cash, cash equivalents and restricted cash and Capitalization would have been had the separation, distribution and related transactions been completed as of June 30, 2024. In addition, it is not indicative of Everus’ future capitalization. This table should be read in conjunction with the “Unaudited Pro Forma Condensed Consolidated Financial Statements,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Description of Material Indebtedness” sections of this information statement and Everus Construction’s historical audited consolidated financial statements and historical unaudited condensed consolidated financial statements and notes thereto included in the “Index to Consolidated and Condensed Consolidated Financial Statements” of this information statement.

			As of June 30, 2024
			Historical						Pro Forma
			(In thousands, except share and per share amounts)
Assets
Cash, cash equivalents and restricted cash(1)(2)(3)(4)			$	322					$	59,142
Liabilities
Debt:
Related-party notes payable(1)			200,456						—
Long-term debt(1)			—						335,800
Total debt			$	200,456					$	335,800
Stockholder’s Equity
Historical Common stock, stated value $1, no par value; 1,000 shares authorized, issued and outstanding; Pro Forma Common stock, $0.01 par value: 300,000,000 shares authorized, 50,972,059 shares issued and outstanding on a pro forma basis(5)			$	1					$	510
Other paid-in capital(2)(4)(5)			137,653						135,866
Retained earnings(1)			352,337						263,947
Total stockholder’s equity			$	489,991					$	400,323
Capitalization			$	690,447					$	736,123

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(1)Everus expects it will enter into a five-year credit agreement, whereby Everus will have the capacity to incur indebtedness of up to $525 million, consisting of $300 million in aggregate principal amount of term loans and a $225 million revolving credit facility. The debt is expected to mature in five years with an estimated interest rate of approximately 7.60%. Total deferred debt issuance costs associated with the term loans are estimated to be $4,200 thousand, which will be amortized to Interest expense over the terms of the loans and are reflected as a reduction to Long-term debt. Everus expects to utilize $40 million of the credit facility as of the separation date, based on projected working capital needs. Total deferred debt issuance costs associated with the credit facility are estimated to be $3,150 thousand, which will be recorded to Other noncurrent assets, and will be amortized to Interest expense over the term of the credit facility. Everus also expects to incur annual undrawn fees of approximately $648 thousand based on the undrawn balance of the credit facility and will be recorded to Interest expense.

It is expected that Everus Construction will use a portion of the net proceeds of such indebtedness, including the term loans and drawn credit facility amount, to repay its outstanding indebtedness with MDU Resources, which consists of $200,456 thousand in Related-party notes payable and $1,154 thousand of accrued interest in Due to related-party on the historical unaudited condensed consolidated balance sheet as of June 30, 2024. In addition, expected proceeds of $88,390 thousand remaining after the repayment of intercompany indebtedness would be distributed to MDU Resources and reflected in Retained earnings, with $42,650 thousand being retained by Everus and reflected in Cash, cash equivalents and restricted cash. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources” for additional details.

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(2)Reflects a one-time estimated contribution from Everus to MDU Resources of $1,278 thousand decreasing Cash, cash equivalents and restricted cash and Other paid-in capital as of June 30, 2024. The amount represents a payment by Everus to MDU Resources to finance the underfunding of the benefit obligations associated with MDU Resources’ Supplemental Income Security Plan (“SISP”), a plan in which certain Everus employees participate. The liability associated with the SISP will be retained by MDU Resources following the separation.

(3)Reflects the transfer of $2,111 thousand of Cash, cash equivalents and restricted cash from MDU Resources to Everus and the settlement of an intercompany receivable for an equivalent amount. Historically, Everus made cash deposits to MDU Resources for future use of certain corporate assets. As part of the separation, MDU Resources will return the cash deposit and settle the associated receivable established with Everus.

(4)Reflects the establishment of new insurance coverage for certain liabilities, including, but not limited to, workers’ compensation, auto liability, general liability and pollution liability through the creation of a new captive insurance entity as a standalone business that will become a subsidiary of Everus. The captive insurance entity will receive $15,337 thousand of cash that will be included in Cash, cash equivalents and restricted cash, as well as $3,063 thousand of Other accrued liabilities and $5,210 thousand of Other noncurrent liabilities to cover the actuarial estimated costs of known and unknown insured casualty claims of Everus as of June 30, 2024. MDU Resources will also transfer an intercompany payable in the amount of $7,064 thousand to Everus’ new captive insurance legal entity which will net against an existing Everus intercompany receivable in Due from related-party and be eliminated in consolidation between Everus and the new captive insurance entity. The cash is considered restricted as it represents deposits held by the captive insurance entity that are required by state insurance regulations to remain in the captive insurance entity.

Historically, Everus has made advanced payments to MDU Resources for insurance coverage provided to Everus by MDU Resources’ captive insurance entity which are recorded as Prepayments and other current assets. At the time of the separation, these amounts are expected to have been settled through the normal course of business. This adjustment removes the $2,821 thousand of advanced payments from Prepayments and other current assets and the associated liability from Other accrued liabilities as of June 30, 2024.

This adjustment also includes incremental recurring and one-time costs associated with the new insurance coverage. Refer to the notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements for more information.

(5)Reflects the historical common stock with a stated value of $1 of Everus Construction, Inc. and the issuance of 50,972,059 shares of Everus Construction Group, Inc. common stock with a par value of $0.01 per share on a pro forma basis pursuant to the separation and distribution agreement. Everus has assumed the number of outstanding shares based on 203,888,237 shares of MDU Resources common stock outstanding as of June 30, 2024, and a distribution of 100% of the outstanding shares of common stock to MDU Resources stockholders, on the basis of one share of Everus common stock for every four shares of MDU Resources common stock. The actual number of shares issued will not be known until the record date for the distribution.

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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

This section discusses financial data of Everus, assuming the completion of all of the transactions described in this information statement, including the separation. It is assumed that as of the dates disclosed in this section, Everus Construction was a subsidiary of Everus and Everus had no other assets, liabilities or operations.

The following unaudited pro forma condensed consolidated financial statements of Everus consist of the unaudited pro forma condensed consolidated statements of income for the six months ended June 30, 2024 and for the year ended December 31, 2023, and the unaudited pro forma condensed consolidated balance sheet as of June 30, 2024 (collectively, the “Unaudited Pro Forma Condensed Consolidated Financial Statements”).

The Unaudited Pro Forma Condensed Consolidated Financial Statements reflect adjustments to Everus Construction’s historical unaudited condensed consolidated statement of income for the six months ended June 30, 2024, historical audited consolidated statement of income for the year ended December 31, 2023, and historical unaudited condensed consolidated balance sheet as of June 30, 2024. The Everus unaudited pro forma condensed consolidated statements of income give effect to adjustments as if the separation had occurred on January 1, 2023, the beginning of the most recently completed fiscal year. The unaudited pro forma condensed consolidated balance sheet gives effect to adjustments as if the separation had occurred as of June 30, 2024, the latest balance sheet date.

The Unaudited Pro Forma Condensed Consolidated Financial Statements are subject to assumptions and adjustments, including those described in the accompanying notes. Everus’ management believes these assumptions and adjustments are reasonable under the circumstances given the information and estimates available at the time. However, these adjustments are subject to change as MDU Resources and Everus finalize the terms of the separation, including the separation and distribution agreement and related transaction agreements. The Unaudited Pro Forma Condensed Consolidated Financial Statements are presented for informational purposes only and do not purport to represent what Everus’ financial position and results of operations actually would have been had the separation occurred on the dates indicated, or to project Everus’ financial performance for any future period following the separation.

The Unaudited Pro Forma Condensed Consolidated Financial Statements include adjustments (collectively, the “Pro Forma Transactions”) to reflect the following:

•Everus expects it will enter into a five-year credit agreement, whereby Everus will have the capacity to incur indebtedness in an aggregate principal amount of up to $525 million, consisting of $300 million in aggregate principal amount of term loans and a $225 million revolving credit facility, under which Everus expects to have $40 million outstanding as of the separation date based on projected working capital needs. Everus’ expects to use a portion of the net proceeds of such indebtedness to repay its outstanding indebtedness with MDU Resources and a portion after the repayment of intercompany indebtedness would be distributed to MDU Resources, with the remaining amount being retained by Everus;

•the issuance of 50,972,059 shares of Everus common stock, all of which will be outstanding and distributed by MDU Resources on a pro rata basis to its stockholders in connection with the separation;

•the one-time transaction expenses associated with the separation of Everus;

•incremental costs expected to be incurred as an autonomous entity and specifically related to the separation;

•management adjustments which consist of reasonably estimated transaction effects related to dis-synergies and synergies expected to occur; and

•the impact of, and transactions contemplated by, the separation and distribution agreement, the transition services agreement, the tax matters agreement and the employee matters agreement described under “Certain Relationships and Related Person Transactions.”

The Unaudited Pro Forma Condensed Consolidated Financial Statements were prepared in accordance with GAAP and in accordance with Article 11 of the SEC’s Regulation S-X.

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Everus Construction’s historical unaudited condensed consolidated financial statements and historical audited consolidated financial statements, which were the basis for the Unaudited Pro Forma Condensed Consolidated Financial Statements, were prepared on a carve-out basis as Everus Construction did not operate as a standalone entity for the periods presented. Accordingly, such financial information reflects expense allocations for certain corporate functions provided by MDU Resources and Centennial, including, but not limited to, certain general corporate expenses related to senior management, legal, human resources, finance and accounting, treasury, information technology, internal audit, risk management and other shared services. These expenses have been allocated to Everus Construction on the basis of direct usage where identifiable, with the remainder principally allocated on the basis of percent of total capital invested or other allocation methodologies that are considered to be a reasonable reflection of the utilization of the services provided to the benefits received. See Note 2 – Basis of Presentation and Note 16 – Related-Party Transactions to the historical audited consolidated financial statements and Note 2 – Basis of Presentation and Note 14 – Related-Party Transactions to the historical unaudited condensed consolidated financial statements included elsewhere in this information statement for further information on the allocation of corporate costs. MDU Resources has also incurred separation-related transaction costs which are not reflected in Everus’ historical unaudited condensed consolidated financial statements for the six months ended June 30, 2024 or in the historical audited consolidated financial statements for the year ended December 31, 2023, as the costs have all been borne by MDU Resources.

The Unaudited Pro Forma Condensed Consolidated Financial Statements have been prepared to include transaction accounting, autonomous entity and management adjustments to reflect the financial condition and results of operations as if Everus were a standalone entity in the periods presented. Transaction accounting adjustments have been presented to show the impact and associated costs of the legal separation from MDU Resources, including the expenses associated with the incurrence of indebtedness and the transfer of additional employee benefit assets and liabilities. Autonomous entity adjustments have been presented to show the impact of items such as the transition services agreement and incremental costs expected to be incurred as an autonomous entity. In addition, management adjustments have been provided which management believes are necessary to enhance an understanding of the pro forma effects of the transaction. Actual post-separation costs incurred may differ from those included in the transaction accounting, autonomous entity and management adjustment estimates.

The Unaudited Pro Forma Condensed Consolidated Financial Statements should be read in conjunction with “Capitalization,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as the historical unaudited condensed consolidated financial statements, the historical audited consolidated financial statements and the corresponding notes thereto included elsewhere in this information statement. For factors that could cause actual results to differ materially from those presented in the Unaudited Pro Forma Condensed Consolidated Financial Statements, see “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” included elsewhere in this information statement.

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EVERUS CONSTRUCTION GROUP, INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME

For the Six Months Ended June 30, 2024

			Historical (Note 1)						Transaction Accounting Adjustments (Note 2)									Autonomous Entity Adjustments (Note 3)									Pro Forma
			(In thousands, except per share amounts)
Operating revenues			$	1,329,062					$	—								$	—								$	1,329,062
Cost of sales			1,165,768						—									611			(L)						1,166,379
Gross profit			163,294						—									(611)									162,683
Selling, general and administrative expenses			73,101						—									5,186			(K), (M), (N)						78,287
Operating income			90,193						—									(5,797)									84,396
Interest expense			5,972						7,885			(B)						—									13,857
Other income			2,612						—									17			(K)						2,629
Income before income taxes and income from equity method investments			86,833						(7,885)									(5,780)									73,168
Income taxes			23,611						(1,305)			(F), (G)						(1,469)			(O)						20,837
Income from equity method investments			3,964						—									—									3,964
Net income			$	67,186					$	(6,580)								$	(4,311)								$	56,295
Unaudited Pro Forma Earnings Per Share
Basic			$	67,186																	(I)						$	1.10
Diluted			$	67,186																	(J)						$	1.10
Average number of shares used in calculating Unaudited Pro Forma Earnings Per Share:
Basic			1																		(I)						50,972
Diluted			1																		(J)						50,972

See accompanying notes to Unaudited Pro Forma Condensed Consolidated Financial Statements.

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EVERUS CONSTRUCTION GROUP, INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME

For the Year Ended December 31, 2023

			Historical (Note 1)						Transaction Accounting Adjustments (Note 2)									Autonomous Entity Adjustments (Note 3)									Pro Forma
			(In thousands, except per share amounts)
Operating revenues			$	2,854,390					$	—								$	—								$	2,854,390
Cost of sales			2,532,472						—									(349)			(L)						2,532,123
Gross profit			321,918						—									349									322,267
Selling, general and administrative expenses			131,375						—									10,715			(K), (M), (N)						142,090
Operating income			190,543						—									(10,366)									180,177
Interest expense			16,954						10,931			(B)						—									27,885
Other income			3,981						—									201			(K)						4,182
Income before income taxes and income from equity method investments			177,570						(10,931)									(10,165)									156,474
Income taxes			45,286						(66)			(F), (G)						(2,583)			(O)						42,637
Income from equity method investments			4,946						—									—									4,946
Net income			$	137,230					$	(10,865)								$	(7,582)								$	118,783
Unaudited Pro Forma Earnings Per Share
Basic			$	137,230																	(I)						$	2.33
Diluted			$	137,230																	(J)						$	2.33
Average number of shares used in calculating Unaudited Pro Forma Earnings Per Share:
Basic			1																		(I)						50,972
Diluted			1																		(J)						50,972

See accompanying notes to Unaudited Pro Forma Condensed Consolidated Financial Statements.

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EVERUS CONSTRUCTION GROUP, INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

As of June 30, 2024

			Historical (Note 1)						Transaction Accounting Adjustments (Note 2)									Autonomous Entity Adjustments (Note 3)									Pro Forma
			(In thousands, except share and per share amounts)
Assets
Current assets:
Cash, cash equivalents and restricted cash			$	322					$	43,483		(A), (C), (E)						$	15,337		(L)						$	59,142
Receivables, net			618,367						1,289			(D)						—									619,656
Costs and estimated earnings in excess of billings			162,486						—									—									162,486
Due from related-party			13,427						(6,363)			(D), (E)						(7,064)			(L)						—
Inventories			48,574						—									—									48,574
Prepayments and other current assets			17,642						2,963			(D)						(2,845)			(L), (N)						17,760
Total current assets			$	860,818					$	41,372								$	5,428								$	907,618
Noncurrent assets:
Property, plant and equipment			269,785						—									—									269,785
Less: accumulated depreciation			151,498						—									—									151,498
Net property, plant and equipment			118,287						—									—									118,287
Goodwill			143,224						—									—									143,224
Other intangible assets, net			960						—									—									960
Operating lease right-of-use assets			61,694						—									1,316			(N)						63,010
Noncurrent retention receivable			28,484						—									—									28,484
Investments			13,420						—									—									13,420
Other			550						3,150			(A)						—									3,700
Total noncurrent assets			366,619						3,150									1,316									371,085
Total assets			$	1,227,437					$	44,522								$	6,744								$	1,278,703
Liabilities and Stockholder’s Equity
Current liabilities:
Billings in excess of costs and estimated earnings			$	189,692					$	—								$	—								$	189,692
Accounts payable			146,060						2,549			(D)						—									148,609
Taxes payable			10,828						—									—									10,828
Due to related-party			17,428						(17,428)			(A), (D)						—									—
Accrued compensation			45,309						—									—									45,309
Operating lease liabilities due within one year			22,693						—									198			(N)						22,891
Accrued payroll-related liabilities			37,121						—									—									37,121
Other accrued liabilities			16,003						13,725			(D)						242			(L)						29,970
Total current liabilities			$	485,134					$	(1,154)								$	440								$	484,420
Noncurrent liabilities:
Related-party notes payable			$	200,456					$	(200,456)		(A)						$	—								$	—
Long-term debt			—						335,800			(A)						—									335,800
Deferred income taxes			4,935						—									—									4,935
Operating lease liabilities			39,480						—									1,094			(N)						40,574
Other			7,441						—									5,210			(L)						12,651
Total noncurrent liabilities			252,312						135,344									6,304									393,960
Total liabilities			$	737,446					$	134,190								$	6,744								$	878,380
Commitments and contingencies
Common stockholder’s equity
Common stock, stated value $1, no par value; 1,000 shares authorized, issued and outstanding			$	—					$	—								$	—								$	—
Common stock, $0.01 par value; 300,000,000 shares authorized, 50,972,059 shares issued and outstanding on a pro forma basis			—						510			(H)						—									510
Other paid-in capital			137,654						(1,788)			(C), (H)						—									135,866
Retained earnings			352,337						(88,390)			(A)						—									263,947
Total stockholder’s equity			489,991						(89,668)									—									400,323
Total liabilities and stockholder’s equity			$	1,227,437					$	44,522								$	6,744								$	1,278,703

See accompanying notes to Unaudited Pro Forma Condensed Consolidated Financial Statements.

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NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 – Basis of Presentation:

The historical condensed consolidated financial information included in these Unaudited Pro Forma Condensed Consolidated Financial Statements is comprised of the consolidated accounts of Everus and its wholly owned subsidiary, Everus Construction. The 1,000 issued and outstanding shares of Everus Construction common stock with a $1 stated value and aggregate value of $1,000 reflected in the historical unaudited condensed consolidated financial statements contained elsewhere in this information statement are recorded to Other paid-in capital and eliminated in consolidation with Everus. The balance of Everus’ $137,653 thousand investment in Everus Construction has no net impact and is also represented in Other paid-in capital.

Note 2 – Transaction Accounting Adjustments:

The unaudited pro forma condensed consolidated balance sheet as of June 30, 2024, and the unaudited pro forma condensed consolidated statements of income for the six months ended June 30, 2024 and the year ended December 31, 2023, include the following transaction accounting adjustments:

A.Everus expects it will enter into a five-year credit agreement, whereby Everus will have the capacity to incur indebtedness of up to $525 million, consisting of $300 million in aggregate principal amount of term loans and a $225 million revolving credit facility. The debt is expected to mature in five years with an estimated interest rate of approximately 7.60%. Total deferred debt issuance costs associated with the term loans are estimated to be $4,200 thousand, which will be amortized to Interest expense over the terms of the loans and are reflected as a reduction to Long-term debt. Everus expects to utilize $40 million of the revolving credit facility as of the separation date, based on projected working capital needs. Total deferred debt issuance costs associated with the revolving credit facility are estimated to be $3,150 thousand, which will be recorded to Other noncurrent assets, and will be amortized to Interest expense over the term of the credit facility. Everus also expects to incur annual undrawn fees of approximately $648 thousand based on the estimated undrawn balance of the credit facility and will record the costs in Interest expense.

It is expected that Everus Construction will use a portion of the net proceeds of such indebtedness, including the term loans and drawn credit facility amount, to repay its outstanding indebtedness with MDU Resources, which consists of $200,456 thousand in Related-party notes payable and $1,154 thousand of accrued interest in Due to related-party on the historical unaudited condensed consolidated balance sheet as of June 30, 2024. In addition, expected proceeds of $88,390 thousand remaining after the repayment of intercompany indebtedness would be distributed to MDU Resources and reflected in Retained earnings, with $42,650 thousand being retained by Everus and reflected in Cash, cash equivalents and restricted cash. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” for additional details.

B.Reflects the addition of estimated interest expense related to the debt issuances described in note (A) above and the amortization of deferred debt issuance costs. Interest expense was calculated assuming constant debt levels and a constant interest rate throughout the period. Interest expense associated with the settlement of indebtedness with MDU Resources and Centennial was calculated based on historical interest expense incurred for the six months ended June 30, 2024 and the year ended December 31, 2023. For avoidance of doubt, Everus’ related-party notes with Centennial were settled prior to June 30, 2024, and as such there is no balance sheet impact related to the repayment of intercompany debt with Centennial included in note (A). A 0.125 percent change to the annual interest rate on the indebtedness would change interest expense by approximately $213 thousand and $425 thousand for the six months ended June 30,

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2024 and for the year ended December 31, 2023, respectively. Refer to the table below for further details on specific adjustments.

			Six Months Ended June 30, 2024						Year Ended December 31, 2023
			(In thousands)
Interest expense on new debt			$	12,920					$	25,840
Amortization of deferred debt issuance costs on new debt			735						1,470
Expense of undrawn credit facility balance			324						648
(Less) historical interest expense on MDU Resources and Centennial debt			(6,094)						(16,833)
(Less) historical amortization of deferred debt costs on MDU Resources and Centennial debt			—						(194)
Total Interest expense			$	7,885					$	10,931

C.Reflects a one-time estimated contribution from Everus to MDU Resources of $1,278 thousand decreasing Cash, cash equivalents and restricted cash and Other paid-in capital as of June 30, 2024. The amount represents a payment by Everus to MDU Resources to finance the underfunding of the benefit obligations associated with MDU Resources’ Supplemental Income Security Plan (“SISP”), a plan in which certain Everus employees participate. The liability associated with the SISP will be retained by MDU Resources following the separation.

D.Everus concluded that MDU Resources will not be a related party following the separation. Therefore, for transactions between Everus and MDU Resources that will be settled in the normal course of business rather than as a result of the separation, this adjustment reflects the reclassification of amounts historically included in related-party accounts as of June 30, 2024 to the appropriate third-party accounts based on the nature of the transaction.

			As of June 30, 2024
			(In thousands)
Related-party Accounts
Due from related-party			$	(4,252)
Due to related-party			(16,274)
Total			$	(20,526)
Third-party Accounts
Receivables, net			$	1,289
Prepayments and other current assets			2,963
Accounts payable			2,549
Other accrued liabilities			13,725
Total			$	20,526

E.Reflects the transfer of $2,111 thousand of Cash, cash equivalents and restricted cash from MDU Resources to Everus and the settlement of an intercompany receivable held in Due from related-party for an equivalent amount. Historically, Everus made cash deposits to MDU Resources for future use of certain corporate assets. As part of the separation, MDU Resources will return the cash deposit and settle the associated receivable established with Everus.

F.Reflects increases to Income taxes of $699 thousand and $2,712 thousand for the six months ended June 30, 2024 and for the year ended December 31, 2023, respectively, to present the income tax provision of Everus as if it had been computed on a separate return basis.

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G.Reflects the income tax impact of the transaction pro forma adjustments for the six months ended June 30, 2024 and the year ended December 31, 2023. This adjustment was calculated by applying the statutory federal income tax rate of 21.0% and state income tax rate of 4.4% to each of the pre-tax pro forma adjustments. The estimated pro forma tax benefit is $2,004 thousand for the six months ended June 30, 2024, and the estimated pro forma tax benefit is $2,778 thousand for the year ended December 31, 2023. The final income tax impact may be impacted higher or lower as more detailed information becomes available after the consummation of the separation and related transactions.

H.Reflects the issuance of 50,972,059 shares of Everus common stock with a par value of $0.01 per share pursuant to the separation and distribution agreement. Everus assumed the number of outstanding shares of common stock based on 203,888,237 shares of MDU Resources common stock outstanding as of June 30, 2024, and a distribution of 100% of the outstanding shares of common stock to MDU Resources stockholders, on the basis of one share of Everus common stock for every four shares of MDU Resources common stock. The actual number of shares issued will not be known until the record date for the distribution.

I.The weighted-average number of shares used to compute pro forma basic earnings per share for both the six months ended June 30, 2024 and for the year ended December 31, 2023 is 50,972,059, which is calculated on the basis of one share of Everus common stock issued for every four shares of MDU Resources common stock outstanding as of June 30, 2024, of which there were 203,888,237.

J.The weighted-average number of shares used to compute pro forma diluted earnings per share for both the six months ended June 30, 2024 and for the year ended December 31, 2023, is 50,972,059, which represents the number of shares expected to be outstanding in connection with the separation. The actual dilutive effect following the completion of the separation will depend on various factors, including employees who may change employment between MDU Resources and Everus and the impact of MDU Resources and Everus’ equity-based compensation agreements. At this time, management cannot estimate the dilutive effects.

Note 3 – Autonomous Entity Adjustments:

The unaudited pro forma condensed consolidated balance sheet as of June 30, 2024, and the unaudited pro forma condensed consolidated statements of income for the six months ended June 30, 2024 and the year ended December 31, 2023, include the following autonomous entity adjustments:

K.Everus intends to enter into a transition services agreement with MDU Resources for a period of up to 20 months following the separation. Pursuant to the transition services agreement, Everus will incur incremental expenses and income above the previous allocation of MDU Resources corporate costs, primarily related to tax, legal, treasury, human resources, information technology, risk management and other general and administrative function costs. Expenses related to services to be provided to Everus by MDU Resources of $2,832 thousand and $5,916 thousand are recorded in Selling, general and administrative expenses for the six months ended June 30, 2024 and the year ended December 31, 2023, respectively. Income related to services provided to MDU Resources by Everus of $17 thousand and $201 thousand is recorded in Other income for the six months ended June 30, 2024 and the year ended December 31, 2023, respectively. However, actual incremental costs that will be incurred will depend on the ability to execute on proposed separation plans and the continuing assessment of resource needs for Everus to operate as a standalone company.

L.Reflects the establishment of new insurance coverage for certain liabilities, including, but not limited to, workers’ compensation, auto liability, general liability and pollution liability through the creation of a new captive insurance entity as a standalone business that will become a subsidiary of Everus. The captive insurance entity will receive $15,337 thousand of cash that will be included in Cash, cash equivalents and restricted cash, as well as $3,063 thousand of Other accrued liabilities and $5,210 thousand of Other noncurrent liabilities to cover the actuarial estimated costs of known and unknown insured casualty claims of Everus as of June 30, 2024. MDU Resources will also transfer an intercompany payable in the amount of

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$7,064 thousand to Everus’ new captive insurance legal entity which will net against an existing Everus intercompany receivable in Due from related-party and be eliminated in consolidation between Everus and the new captive insurance entity. The transferred cash is considered restricted as it represents deposits held by the captive insurance entity that are required by state insurance regulations to remain in the captive insurance entity.

Historically, Everus has made advanced payments to MDU Resources for insurance coverage provided to Everus by MDU Resources’ captive insurance entity which are recorded as Prepayments and other current assets. At the time of the separation, these amounts are expected to have been settled through the normal course of business. This adjustment removes the $2,821 thousand of advanced payments from Prepayments and other current assets and the associated liability from Other accrued liabilities as of June 30, 2024.

Incremental Cost of sales associated with the new insurance coverage is an expense of $611 thousand for the six months ended June 30, 2024 and a net benefit of $349 thousand for the year ended December 31, 2023. The incremental amounts consist of recurring expenses of $611 thousand for the six months ended June 30, 2024 and $394 thousand of net savings for the year ended December 31, 2023, as well as one-time expenses of $45 thousand that are recognized in the year ended December 31, 2023. Actual insurance coverage expenses may differ based on future insurance claims, potential changes in the insurance marketplace, and any unanticipated changes in coverage.

M.Reflects $2,192 thousand and $4,471 thousand of Selling, general and administrative expenses for the six months ended June 30, 2024 and the year ended December 31, 2023, respectively, related to the impact of new compensation agreements established for the Everus executive management team in connection with the separation. The incremental expenses primarily relate to recurring amounts for salaries, bonuses and stock-based compensation. Included in the adjustment for the year ended December 31, 2023 are $150 thousand of non-recurring costs related to relocation and retention bonuses paid to members of Everus’ executive management team. Actual costs associated with executive compensation may differ based on management turnover, satisfaction of certain performance milestones and renegotiation of contract terms.

N.Reflects the net impact of a lease arrangement with a third party for a corporate headquarters facility that has been entered into prior to the separation. These adjustments record the Operating lease right-of-use assets, Operating lease liabilities due within one year and Operating lease liabilities of $1,316 thousand, $198 thousand and $1,094 thousand, respectively, based on the estimated present value of the lease payments over the lease term. When Everus entered into the lease agreement, the first month’s rent was prepaid and included in Prepayments and other current assets. In order to reflect the full right-of-use asset as if the lease was entered into as of the balance sheet date, the $24 thousand prepayment was reclassified from Prepayments and other current assets to Operating lease right-of-use assets. As a result of the new lease, incremental lease expense of $162 thousand and $328 thousand has been recognized in Selling, general and administrative expenses for the six months ended June 30, 2024 and the year ended December 31, 2023, respectively. Actual costs associated with leases may differ due to changing facility needs based on Everus’ geographic footprint and number of employees.

O.Reflects the income tax impact of the autonomous entity pro forma adjustments for the six months ended June 30, 2024 and for the year ended December 31, 2023. This adjustment was calculated by applying the statutory federal income tax rate of 21.0% and state income tax rate of 4.4% to each of the pre-tax pro forma adjustments. The estimated pro forma tax benefit is $1,469 thousand for the six months ended June 30, 2024, and the estimated pro forma tax benefit is $2,583 thousand for the year ended December 31, 2023. The final income tax impact may be impacted higher or lower as more detailed information becomes available after the consummation of the separation and related transactions.

Note 4 – Management’s Adjustments:

Management has elected to present management adjustments to the pro forma financial information and included all adjustments necessary for a fair statement of such information. As part of MDU Resources, Everus

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benefits from certain functions performed by MDU Resources, such as financial reporting, tax, legal, enterprise information technology, human resources and other general and administrative functions. Following the separation and distribution, MDU Resources will not perform these functions for Everus, other than certain functions that will be provided for a limited time pursuant to the transition services agreement, as described in note (K). Because of the scale as a standalone company, Everus’ costs of performing such functions are estimated to be higher than the amounts reflected in its historical financial statements.

As a standalone public company, Everus expects to incur certain costs resulting from:

•One-time and non-recurring expenses associated with separation and stand-up functions required to operate as a standalone public entity. These non-recurring costs primarily relate to third-party consulting services for items such as captive insurance structuring and compensation consultants, as well as additional employee benefit plans and system and software implementation; and

•Recurring and ongoing costs required to operate new functions as a public company such as governance and listing costs, continuing stock exchange fees, and fees associated with proxy and other public company disclosures.

Management expects to incur these costs beginning at separation, with one-time costs expected to be incurred over a period of six to 18 months post-separation.

Operating as a standalone company, management anticipates dis-synergies in the form of higher costs for the above noted one-time and recurring functions. Management estimated that Everus would have dis-synergies of approximately $17,787 thousand and $39,723 thousand for the six months ended June 30, 2024 and the year ended December 31, 2023, respectively. All of the expected dis-synergies for the six months ended June 30, 2024 are expected to be recurring in nature. Of the total $39,723 thousand of expected dis-synergies for the year ended December 31, 2023, $4,149 thousand are expected to be one-time in nature and $35,574 thousand are expected to be recurring.

Management also identified anticipated synergies in the form of cost savings related to certain expenses previously allocated from MDU Resources that will no longer be incurred as a standalone company. Following the separation, Everus does not expect to incur costs related to the use of, and ongoing depreciation associated with, the corporate aircraft, the MDU Resources corporate headquarters building, and other information technology-related assets. Management estimated that Everus would have synergies of approximately $512 thousand and $1,024 thousand for the six months ended June 30, 2024 and the year ended December 31, 2023, respectively, all of which are expected to be recurring in nature.

Management estimated these dis-synergies and synergies by using the MDU Resources 2024 corporate budget as a baseline and conducting an incremental assessment for each corporate functional area (Finance, Tax, Accounting, Legal and Risk Management, Treasury, Human Resources, Public Relations and Communications, etc.) and an employee-level census to identify all incremental resources and associated costs, including systems and third-party contracts as noted above, required for Everus to operate as a standalone public company. This assessment was performed consistently across all departments and consisted of department leads identifying the frequency, length, and the sourcing model (insource, third-party, etc.) needed for the business on an ongoing basis. The employee-level census involved the analysis of employee compensation, benefits and other non-salary-related costs based on the number of employees that would be needed to provide corporate services after the separation. As a result of this assessment, management identified additional incremental needs to those that are included in the historical financial statements and are covered by the transition services agreement as well as new needs not previously incurred.

The additional dis-synergies and synergies have been estimated based on assumptions that management believes are reasonable. However, actual additional costs that will be incurred and cost savings could be different from the estimates and would depend on several factors, including the economic environment, results of contractual negotiations with third-party vendors, ability to execute on proposed separation plans, strategic decisions made in areas such as human resources, risk management and information technology, increases or decreases in resources and areas of investment. In addition, adverse effects and limitations, including those discussed in the section entitled “Risk Factors” to this information statement, may impact actual costs incurred.

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These management adjustments include forward-looking information that is subject to the safe harbor protections of the Exchange Act. The tax effect has been determined by applying the statutory federal and state income tax rate to the aforementioned adjustments.

For the six months ended June 30, 2024

			Net Income (loss)						Basic earnings per share						Diluted earnings per share
			(In thousands except share and per share amounts)
Unaudited pro forma condensed consolidated net income*			$	56,295					$	1.10					$	1.10
Management adjustments:
Dis-synergies			(17,787)
Synergies			512
Tax effect			4,390
Unaudited pro forma condensed consolidated net income after management adjustments			$	43,410					$	0.85					$	0.85
Weighted-average common shares outstanding - basic			50,972,059
Weighted-average common shares outstanding - diluted			50,972,059

___________________

*As shown in the unaudited pro forma condensed consolidated statement of income

For the year ended December 31, 2023

			Net Income (loss)						Basic earnings per share						Diluted earnings per share
			(In thousands except share and per share amounts)
Unaudited pro forma condensed consolidated net income*			$	118,783					$	2.33					$	2.33
Management adjustments:
Dis-synergies			(39,723)
Synergies			1,024
Tax effect			9,835
Unaudited pro forma condensed consolidated net income after management adjustments			$	89,919					$	1.76					$	1.76
Weighted-average common shares outstanding - basic			50,972,059
Weighted-average common shares outstanding - diluted			50,972,059

___________________

*As shown in the unaudited pro forma condensed consolidated statement of income

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BUSINESS

This section discusses Everus Construction Group, Inc.’s business assuming the completion of all of the transactions described in this information statement, including the separation. References in this information statement to “Everus,” “we,” “us” or “our” refer to Everus Construction Group, Inc., a Delaware corporation, and its consolidated subsidiaries. References in this information statement to “MDU Resources” refer to MDU Resources Group, Inc., a Delaware corporation, and its subsidiaries (other than, after the distribution, Everus and its consolidated subsidiaries), unless the context otherwise requires. References to Everus’ historical business and operations refer to the business and operations of Everus Construction, Inc. (formerly known as MDU Construction Services Group, Inc.) (“Everus Construction”) that will be transferred to Everus in connection with the separation and distribution.

Our Company

Everus is a leading construction solutions provider headquartered in Bismarck, North Dakota, offering specialty contracting services to a diverse set of end markets across the United States. We operate across two segments, Electrical & Mechanical (“E&M”) and Transmission & Distribution (“T&D”), and deliver services through our 15 wholly owned operating companies (the “Operating Companies”), which go to market under 20 local brands allowing Everus to differentiate the services it provides and geographical markets it serves. Everus’ historical business was established in 1997 through MDU Resources’ acquisition of International Line Builders and has expanded its capabilities significantly since then through targeted entry into new geographies and more than 25 acquisitions. Today, Everus ranks as the 10th largest specialty contractor in the United States according to the Engineering News-Record, serving approximately 3,700 customers across more than 40,000 projects across the United States in 2023. The number of employees fluctuates at any given time depending on the number and scale of projects, and in 2023, we had more than 9,000 employees at peak across all functions and sites.

Our specialty contracting services across E&M and T&D are provided to customers in the commercial, industrial, institutional, service, renewables, utility and transportation end markets, among others. We go to market through a decentralized operating model that aligns with our 4 EVER Strategy—Employees, Value, Execution and Relationships. This focused strategy enhances the competitive position of our Operating Companies in their respective markets through local brand reputation and delivery, while providing corporate support across people, processes and systems to drive differentiated outcomes for our customers.

The consistent strategic execution across our 4 EVER Strategy underpins our ability to realize strong organic growth and free cash flow generation. We continue to see strong demand across the end markets and geographies we serve, supported by a variety of secular trends, including rising investment levels in data center infrastructure, grid hardening initiatives, factory automation and increased government support for reshoring high-tech manufacturing

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to the United States. This demand, combined with our disciplined approach to project management, provides us significant visibility into our business, which is reflected in our 2023 backlog of $2.01 billion, which we maintained close to the level achieved in 2022 of $2.13 billion. As a result of our ability to meet the demand for our services, we have been able to grow our revenue to $2.85 billion in 2023 at a compounded annual growth rate (“CAGR”) of 10.8% since 2021 and our EBITDA to $222.6 million in 2023 from $168.6 million in 2021. For a discussion and reconciliation of EBITDA, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures.”

Business Segments

We operate across two operating segments, E&M and T&D. For 2023, our E&M segment generated approximately 74% of our total revenues with 6.3% operating income as a percentage of segment revenues, and our T&D segment generated approximately 26% of our total revenues with 10.0% operating income as a percentage of segment revenues.

Our E&M segment primarily serves general contractor and end-use customers, with demand driven by secular tailwinds for infrastructure development and maintenance in the commercial, industrial, institutional, service and renewables end markets, among others. E&M offers a wide variety of specialty contracting services, including construction and maintenance of electrical and communication wiring, fire suppression systems, and mechanical piping and services, to customers in both the public and private sectors. Our work within the commercial end market leverages our deep expertise within the hospitality and entertainment sector, as well as high tech and data center projects, in addition to more standard commercial projects. Our work within the industrial end market is driven by the need for industrial installations as well as renovations, upgrades and expansions. Within the institutional end market, work is driven by activity in the education and government sectors. Our service work is driven by smaller projects, which can be standalone engagements or recurring maintenance work. Within the renewables end market, we execute projects ranging in size from local electric vehicle charging stations to large-scale solar generation. E&M has a broad and diversified geographic presence, with a strong footprint across the United States. For 2023, E&M was comprised of nine Operating Companies with more than 7,200 employees at peak, offices in 26 cities and a physical presence in 12 states throughout the United States.

Our T&D segment primarily serves electric and natural gas utility customers, as well as customers in the transportation end market, in the West and Midwest regions of the United States. T&D specializes in transmission and distribution construction and offers a broad set of specialty contracting services, including the construction and maintenance of overhead and underground electrical, gas and communication infrastructure. In addition to its specialty contracting services, T&D also designs, manufactures, sells and rents overhead and underground line-stringing equipment and tools. This equipment-serving capability complements T&D’s projects of various size and

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scope, while providing customers with exceptional service and fast distribution and delivery. The T&D segment also provides solutions across excavation and underground boring, substations, signals and lighting, and emergency restoration. Demand for these services is driven by increased utility spend on aging infrastructure, system hardening, grid reliability initiatives, natural disasters and other weather-related events. T&D has a significant geographical presence in Missouri, California, Montana and Oregon, in addition to equipment rental and manufacturing distribution centers in Arizona, Texas, Georgia, Illinois, Oregon and Ohio. For 2023, T&D was comprised of six Operating Companies with more than 1,900 employees at peak, offices in 26 cities and a physical presence in 12 states throughout the United States.

We allocate general corporate overhead costs that we chose not to allocate directly to E&M or T&D to Other as these costs are not considered part of management’s evaluation of reportable segment operating performance. We also allocate costs related to certain assets not directly attributable to either E&M or T&D to Other.

Industry

The U.S. construction services industry is highly fragmented. It includes a wide spectrum of players, from small, private companies whose activities are geographically concentrated, to larger public companies with nationwide capabilities. Competition within the industry is influenced by various elements such as technical expertise, service pricing, financial and operational resources, track record for safety, industry reputation and dependability.

The U.S. construction services industry serves a diverse customer base that includes federal, state and municipal governmental agencies, commercial and residential developers and private parties. The mix of customers varies by region and economic conditions.

The main factors and trends in the U.S. construction services industry include:

•Key economic factors. Many factors affect product demand, including public spending on infrastructure projects, general economic conditions, including population growth and employment levels, and prevailing interest rates.

•Industry fragmentation. There are thousands of construction services providers of varying scope and size. Market participants may enter new geographies or expand existing positions through organic growth or the acquisition of existing providers.

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•Seasonality. Activity in certain areas is seasonal due to the effects of weather, which can impact safety and efficiency of operations and lead to demand for services.

•Cyclicality. The demand for construction services is significantly influenced by the cyclical nature of the economy.

•Regulations. Operations are subject to extensive laws and regulations relating to the maintenance of safe conditions in the workplace.

•Production inputs. Cost of labor, equipment and other inputs can vary over time based on macroeconomic factors and impact profitability of operations.

•Personnel. Ability to maintain productivity and operating performance is heavily dependent on the ability to employ, train and retain qualified personnel necessary to operate efficiently.

Everus participates in the following primary markets: E&M and T&D.

Electrical & Mechanical

E&M services are broadly categorized as electrical construction and contracting, mechanical contracting and fire protection turnkey solutions. Broad service offerings include low voltage services, renewable installations, packaged controls and manufacturing. These services are critical in supporting safe, reliable and timely construction across a variety of commercial, institutional, industrial and multi-family residential structures. E&M services span a variety of end markets, including commercial, industrial, institutional, service and renewables.

The growth in the E&M construction services industry can be attributed to several different factors such as (i) the increased intricacy and sophistication of E&M systems due to the adoption of artificial intelligence, automation and controls, cloud computing and data storage, (ii) the increased government support for manufacturing, high tech, infrastructure and reshoring, (iii) population growth, (iv) an aging base of existing buildings and equipment and (v) the ongoing energy transition and expansion that has resulted from a growing emphasis on sustainability across the country. In addition, the key drivers of E&M end-market growth include:

•Hospitality. The hospitality industry has seen post-COVID growth due to a rise in domestic travel, gradual return-to-office and business travel, an increase in local vacations, and higher disposable incomes, all of which are renewing demand for the hospitality construction market.

•Mission critical technologies. Global trends toward digitalization and increasing demand for capacity to support new artificial intelligence technologies are expected to drive medium- to long-term activity across the semiconductor and data center markets. The CHIPS and Science Act is expected to provide up to $53 billion of investment in the U.S. semiconductor industry. About $39 billion of the CHIPS funding that will be allocated over the next five years is earmarked for the construction of semiconductor fabrication plants.

•Health care. Technological innovation and new regulatory requirements are driving heightened investment in and upgrades to critical life and health systems.

•Renewables. Several consumer and regulatory tailwinds are driving activity in this end market, including federal investment credits and rebates for solar energy, electric vehicle adoption and new regulations, which are collectively increasing the need for sufficient infrastructure to support renewable energy sources. The Infrastructure Investment and Job Act and the Inflation Reduction Act are expected to support the supply chain growth for clean energy. According to the U.S. Energy Information Administration, renewables’ share of electricity is expected to increase from approximately 21% in 2021 to 44% in 2050.

According to the Engineering News-Record, the E&M market is highly fragmented with the top 50 contractors holding only a 35% and 20% share of the electrical and mechanical construction services markets, respectively. The top 10 contractors each generate more than $1 billion in annual revenue, but the long tail consists of hundreds of contractors that each generate only approximately $20 million in annual revenue. According to the U.S. Census

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Bureau, total construction spending has grown from $1.65 trillion in 2021 to $1.98 trillion in 2023, at a CAGR of 9.7%.

Transmission & Distribution

T&D services primarily consist of installation and maintenance services for electrical transmission and distribution infrastructure, which consists of transmission lines, distribution lines, substations, towers, poles and other essential equipment that enable the transfer and delivery of power from generators to customers. T&D construction services are critical in building and maintaining the infrastructure necessary for utilities to transmit and distribute electricity from the generation source to end residential, commercial and industrial customers. The T&D services industry also provides emergency restoration services in response to wildfires and other natural disasters, as well as the installation and maintenance of gas and communication infrastructure. Moreover, T&D construction services are essential to mitigating health and safety concerns in the operation of electrical infrastructure, which helps preserve the consistent and durable demand for such services. T&D services span a variety of end markets, including electric and natural gas utilities, communications, and transportation, among others.

Growth in the T&D market is primarily driven by electric utilities that continue to invest heavily in new capital project and maintenance programs. This increased capital expenditure spend, as well as the continued outsourcing of transmission and distribution services, benefits from a number of factors such as (i) grid modernization, (ii) build out of additional renewable power sources, (iii) rate case dynamics and (iv) increased government support and spending on infrastructure. In addition, key drivers of end market growth include:

•Utilities. Underlying utility spend is expected to grow in the medium term at rates similar to historical growth rates, driven by aging infrastructure and required replacement, system upgrades and grid hardening. The Infrastructure Investment and Job Act provides approximately $28 billion for investments in enhancing grid reliability and resilience, expanding and upgrading transmission lines, and improving grid flexibility through demand response and distributed energy resources.

•Renewables. Several consumer and regulatory tailwinds are driving activity in this end market, including federal investment credits and rebates for solar energy, electric vehicle adoption and new regulations, which are collectively increasing the need for sufficient infrastructure to support renewable energy sources. The Infrastructure Investment and Job Act and the Inflation Reduction Act are expected to support the supply chain growth for clean energy. According to the U.S. Energy Information Administration, renewables’ share of electricity is expected to increase from approximately 21% in 2021 to 44% in 2050.

•Excavation/underground. Underground excavation is becoming more attractive given advancements in the way construction work is completed. Increased regulatory scrutiny also has resulted in a shift toward placing utilities underground to protect against unfavorable environmental impacts.

•Communications. Renewal and development of communications infrastructure is increasing to support growing data consumption, new methods of transmission and technology advancement, and is bolstered by industry tailwinds from the investment of large, well-capitalized national companies and government policies. For example, the Infrastructure Investment and Job Act is expected to provide approximately $65 billion toward communications investments.

According to the Edison Electric Institute, total capital expenditure spending of U.S. investor-owned electric utilities was estimated to be $167.8 billion for 2023, of which $57.1 billion is allocated to distribution and $30.7 billion is allocated to transmission. Total capital expenditure spending of U.S. investor-owned electric utilities was estimated to be $166.9 billion for 2024 and $168.2 billion for 2025, respectively.

Competitive Strengths

Everus’ strengths include:

Broad geographic reach with local service delivery throughout the United States. Everus is headquartered in Bismarck, North Dakota, with executive, administrative and support staff at the corporate level. We are present in 58

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offices nationwide. With authorization to work in nearly every state and the District of Columbia, we have the ability to execute work in new markets based on project attractiveness and customer demand. Additionally, we have 14 pre-fabrication facilities with more than 325,000 square feet of space to support local project sites and maintain strong relationships with local unions to ensure reliable and highly specialized labor availability. In 2023, Everus performed more than 40,000 active projects through more than 17.5 million total hours worked. Our long-term presence in key regional markets throughout the Western, Midwestern and Eastern regions has allowed us to capitalize on large opportunities across high-tech manufacturing facilities, data centers, hospitality centers, and large utilities, resulting in robust opportunities and continued project work in the regions. As our customers expand their operations to other states and regions, they often engage additional Operating Companies on projects, helping us expand our national reach. Everus’ relationships with and recognition among local unions ensure reliable, highly specialized and professional labor.

Value-added, full-service solutions provider with deep bench of professional and specialized labor. Everus’ full-service project approach involves a thorough upfront planning process, which provides a strong foundation for the design-assist, construction and installation phases. Pre-job coordination meetings are required for all jobs greater than $1 million in size or longer than two months in duration, and project schedules are developed and maintained through meticulous pre-planning and project detailing. Our diligent project planning, development and execution processes set us apart from an estimate and delivery standpoint, especially as the pace of project bidding accelerates. We maintain a skilled and dedicated team of employees across all levels who take pride in serving customers with the highest quality work. Our approximately 9,000 employees at peak in 2023 include thousands of specialized craft employees within our field delivery model. A number of specialized employees and leaders have progressed into technical or senior leadership roles, further fortifying the strength of Everus’ union relationships nationwide. Our extensive relationships with local unions provide for a reliable source of labor, guided by our full-time, on-site project managers who drive day-to-day field operations and safety coordination. Project managers have long-term experience within the industry in addition to multiple years of experience within Everus itself. Our general foremen and foremen are highly skilled workers focused in a specific area, such as electrical or line work, and also serve in a leadership capacity within their specialization. The presence of highly qualified and seasoned leaders within the delivery model contributes to our track record of safety and success in project execution. Field workers, who comprise the majority of our field delivery team, are supported with oversight from more experienced field members. The structure of our field delivery model enables us to both attract labor reliably and quickly and transition to a leaner workforce structure as needed, thereby allowing us to flex the size of the workforce we engage depending on the size and number of current projects.

Diverse and attractive revenue base. Everus provides services across two attractive and growing markets in the United States, E&M and T&D. Our work within E&M tends to be larger in nature and consists of longer-term projects that require specialized expertise, as compared to a higher number of small- to medium-sized projects in the T&D segment. Our T&D work consists primarily of recurring upgrade and maintenance work completed for utility and local government customers within our existing regions, with some event-driven storm response work that is short-term, localized and highly profitable. We anticipate the end markets we serve within E&M will see substantial growth in the coming years, with exposure to highly attractive secular tailwinds such as the increase in demand for data center capacity, electrification and the transition to renewables. Within T&D, the maintenance and replacement of aging infrastructure is driving growth in the utilities end market, and government support in the form of laws such as the Infrastructure Investment and Jobs Act is driving demand for our services in the transportation end market. Everus has an attractive mix of opportunities in both our E&M and T&D segments driven by master service agreements and contracted projects supported by our risk management and project oversight framework.

Highly attractive end-market mix with strong tailwinds driving near- and long-term upside. The markets for E&M and T&D services are rapidly expanding, according to the U.S. Census Bureau, with total construction spending growing from $1.65 trillion in 2021 to $1.98 trillion in 2023, at a CAGR of 9.7%. This growth is driven by increased construction and infrastructure spending. Everus’ addressable market includes several highly attractive end markets, including commercial, industrial, institutional, service, renewables, utility and transportation end markets, among others. Within the commercial end market, Everus serves a variety of attractive sectors, including data centers, high tech and hospitality and entertainment. Within the industrial end market, the rapid pace of technological change is driving a continuous need for installations, renovations, upgrades and expansions of

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manufacturing facilities. Demand for our services in the renewables space continues to rise as demand and government support for electric vehicle charging, solar generation and energy storage increases. Within the utility end market, several attractive tailwinds are driving demand, including aging infrastructure, utility capex budgets and system reliability and resiliency programs, such as the adaptation of existing infrastructure to meet new environmental regulations. Our presence in a broad and diverse set of end markets presents us with opportunities to deploy into the most attractive industries and pivot as markets change. As our existing customers expand into additional and growing end markets, our strong relationships enable us to expand our partnership and grow alongside them.

Long-tenured relationships with marquee customers. Everus’ business model fosters strong, close-knit relationships with local contractors and end customers. In 2023, we served approximately 3,700 customers across more than 40,000 projects, with our top 10 customers contributing approximately 45% of our total revenue of $2.85 billion. We have long-standing relationships with many of our customers, serving as a testament to our customer-oriented culture and history of operational excellence. Our customer base is diverse and ranges from large technology companies to utility providers and local municipalities. Contracts with these various types of customers generally are awarded in the form of a competitive or negotiated bid or master service agreement arrangement. A significant amount of the work we complete is competitively awarded by evaluating non-price items, such as Everus’ pre-construction and design-assist services, and our safety record. We develop strong working relationships by delivering on the key criteria that our larger customers seek, namely scale, professionalism, safety and timely project execution. Moreover, our corporate leadership allows us to strengthen local relationships, while fortifying our reputation of safety and project execution excellence, driving repeat opportunities with our best customers.

Comprehensive platform with decentralized and entrepreneurially focused operating model. Everus’ corporate structure features two reportable segments, E&M, which is made up of nine wholly owned Operating Companies, and T&D, which is made up of six wholly owned Operating Companies. Each Operating Company is led by individual presidents, delivering a wide range of services to our vast network of contractors, builders and end-market customers. Our Operating Company presidents have an average industry tenure of 33 years and an average Everus tenure of 18 years, which enables them to develop teams, build customer relationships and create a track record of success. This decentralized approach allows the Operating Companies to build strong relationships with regional customers, driving repeat work through a history of trust and successful project execution. Positive rapport among local unions also provides consistent and reliable access to the best talent. Our extensive local knowledge and pool of specialized labor go hand in hand to ensure employee safety and quality project delivery. Our Operating Companies are supported by a long-tenured corporate team that provides oversight, support services and mentorship. The corporate team also develops businesswide safety training and procedural manuals to promote consistency across the organization and reduce the burden on local management. The alignment and support between Everus corporate and the Operating Companies drives execution, efficiencies and success, while enabling us to establish relationships with regional customers and promote a shared culture of safety, financial strength and team accountability.

Compelling financial performance with strong free cash flow generation. Everus has achieved strong revenue growth with a three-year revenue CAGR of 10.8% from 2021 through 2023. E&M operating income as a percentage of segment revenues for 2023 was 6.3%, and T&D operating income as a percentage of segment revenues was 10.0%. Everus’ historical EBITDA CAGR from 2021 through 2023 was 8.7%. Everus’ EBITDA Margin was 7.8%

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in 2023, supported by experienced corporate leadership, strong policies and procedures, a robust risk management framework and a track record of strong execution. Everus also has compelling free cash flow generation with minimal capital requirements, with free cash flow of $152.0 million in 2023. Our capital expenditures have averaged 1.3% of revenue between 2021 and 2023, primarily driven by maintenance spending. For a discussion and reconciliation of EBITDA and EBITDA Margin, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures.”

Highly experienced management team with demonstrated track record of success. Everus’ senior management team has extensive experience, with an average of 29 years in the industry. In addition to their substantial industry experience, certain members of the management team have been with Everus for decades, building the business from a group of small, regional brands to a national service provider. Jeffrey S. Thiede, President and CEO of Everus, was previously the president of two Operating Companies before assuming his current role in 2013. In addition to corporate senior management, the presidents of the 15 Operating Companies have an average industry tenure of 33 years and an average Everus tenure of 18 years. The presidents serve as the representatives of their respective Operating Company and provide senior management with crucial insight into local operations. Everus corporate leaders and the Operating Company presidents form a critical network of senior experience across the organization. This group meets regularly to discuss the opportunities for major project work, collaborate and refine company strategy and share operational and safety best practices. Each level of management has multiple years of industry exposure over many business cycles, influencing Everus’ focus on cultivating and maintaining positive customer relationships, creating comprehensive and relevant safety policies and procedures and continuing operational excellence.

Growth Strategy

As an independent company, we will focus on the development, growth and expansion of our business, with increased flexibility to pursue strategic and financial plans suited to our industry. We are focused on long-term opportunities that will deliver profitable revenue growth. Our growth strategy is underpinned by our 4 EVER Strategy and is supported by an ongoing commitment to the development of our people.

We plan to pursue the following strategies to drive value creation and grow our business:

Grow share within existing markets. The first of our growth strategies is to win more profitable contracts in the markets where Everus already has existing relationships and where Everus has a reputation for excellent project execution and safety across complex and diversified projects. We benefit from the strong positioning of our Operating Companies within their respective regions and the access to talented and quality labor that this positioning provides. Our track record of organic growth is indicative of the success we have in growing market share with our existing customers. Over time, we have been able to leverage our reputation to expand our customer base within existing regions and end markets. Further, we plan to increase our revenue in a number of target regions where we currently have a smaller presence by growing our share with existing customers and by growing our overall customer base.

Through our E&M segment, we have strong multiyear relationships with major contractors and large corporate customers in attractive end markets. The successful delivery of previous projects for our existing customers is the most effective way for us to generate further revenue. We have experience with E&M customers and projects of all sizes, which allows us to pursue new business across a large range of the available work within our existing markets. Within the T&D industry, customers have an acute focus on the reputation and quality of their service providers, which they regulate through various pre-qualification requirements and processes that are unique to each customer. The industry also is highly regulated, and the focus on safety and reliability of contractors is driven by both the importance of safe provision of utilities to end-market customers and environmental protection. Holding the right pre-qualifications and maintaining a reputation for quality are the most important factors in growing our T&D segment. Everus has a strong track record of achieving and exceeding customer pre-qualification requirements. We actively work to position ourselves with our existing and potential T&D customers as a safe and high-quality service provider, by adopting the key performance indicator reporting frameworks of potential customers and actively managing existing projects to ensure performance requirements are met. We leverage our existing customer relationships to get pre-qualified with target customers, work collaboratively to understand expectations and secure

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new contract work with existing and new customers. We further support organic growth by holding all employees and labor to the highest standards and providing training over and above what is required by local authorities to ensure safety.

Geographic expansion via satellite projects. We have identified opportunities to grow with our existing customers who look to use our services in locations outside our core service areas. By leveraging our work on critical and complex projects, track record of safety and depth of specialized talent, we are able to target new work in additional geographies, with a preference for new customer locations where we have an existing presence, which allows us to deepen our local relationships and operating experience. Everus has successfully partnered with customers in multiple states as those customers have expanded their footprint across the United States, and we plan to continue to work with our existing customers as they grow into new regions. There are several large corporate and general contractor customers with whom we are prepared to repeat this strategy of growing through satellite projects, and we believe there is sufficient additional opportunity within regions where we already operate to continue growing through this strategy. In select situations where we are entering a new region with no Operating Company presence, we will partner with another contractor to ensure that we can deliver the right resources to our satellite projects until we establish a standalone presence.

Further penetrate higher-growth sectors within our existing end markets. We have identified several sectors of our end markets that are attractive based on current investment levels, long-term projected industry growth rates and existing competitive landscape. Everus already operates in each of these sectors and has entrenched relationships within each with top customers. Our ability to win work in these attractive markets is driven by our experience, specialized and value-added capabilities and access to the best talent. These sectors include, but are not limited to, mission critical technologies, renewables, and health care for our E&M segment, and utility transmission, distribution, natural gas and communications for our T&D segment. Positive industry momentum from the global shift to digital, innovation in technology, sector and governmental regulatory requirements, aging infrastructure and climate concerns have further improved our project opportunities in these identified sectors.

Our strategy to further penetrate attractive sectors within our existing end markets is grounded in our track record of high-quality project execution and our national footprint. Our strategic planning process tracks the largest project opportunities, and in many instances, we already have successfully entered that end market and developed a reputation for project execution excellence, further supplying attractive projects and promoting close customer relationships. We also leverage our decentralized model to grow within these sectors by using Everus’ network relationships to funnel opportunities to the Operating Companies located in the relevant regions.

Inorganic growth through M&A. Our industry is highly fragmented, and there are many opportunities to make accretive acquisitions that complement the strategic position of our business and its growth trajectory. We have completed more than 25 acquisitions in the last 27 years and have a strong track record of creating value through acquisitions, by both successfully integrating these acquisitions and growing the revenue of the acquired companies over time. We expect M&A to continue to be an attractive method for us to meet our strategic objective of delivering revenue and earnings growth. Our existing customer relationships enable us to source new deals, and we believe our pipeline of accretive M&A opportunities is large, which provides us with ample opportunities to build on our existing strong platform. Through these customer networks, we have identified multiple attractive acquisition candidates. We target companies with an excellent safety record, demonstrated expertise and capabilities in end markets that are complementary to our existing business, high-quality relationships with local labor, and strong management teams and operating cultures. We are focused on ensuring that our approach to M&A remains disciplined, and we will continue to evaluate acquisition opportunities to bolster our presence in select regional markets and to broaden and enhance our service offerings.

Competition

Everus operates in a highly competitive business environment, which includes large public companies and many small privately held companies. In addition to competition from smaller independent operators, Everus faces competition from large, publicly traded U.S. construction services companies, including Comfort Systems USA, Inc., EMCOR Group, Inc., MasTec, Inc., MYR Group Inc., Primoris Services Corporation and Quanta Services, Inc., as well as large, private U.S. construction services companies, including M.C. Dean, Inc., Rosendin Electric,

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Pike Corporation and Archkey Solutions. The nature of Everus’ competition varies among geographies due to the generally local and regional nature of our services.

Competition is based primarily on price, reputation for quality, safety and reliability. The size and location of the services provided, as well as the state of the economy, are factors in the number of competitors that Everus will encounter on any particular project. We believe that our service offering, diversification and geographic footprint in the United States, along with the quality and management of our workforce, enable us to effectively operate in this competitive environment.

Bonding

In the normal course of business, Everus is required to post surety bonds or present other means of financial assurance for certain public and private sector contracts to secure contractual performance. Our comprehensive surety bonding program includes:

•Performance Bond. Ensures completion of the contract according to its terms, including price and time.

•Bid Bond. Guarantees commitment to a bid and execution of all contract documents if awarded.

•Payment Bond. Ensures payments to all subcontractors and suppliers.

•License Bond. Protects governments and consumers from fraudulent practices.

As of December 31, 2023, Everus had approximately $1.56 billion in original face amount of bonds outstanding for projects, with $1.33 billion of bonding posted for E&M and $224 million for T&D. A large portion of our existing surety bonds are expected to expire within the next 12 months; however, we will likely continue to rely on surety bonds in the future and seek to maintain the level of bonding capacity necessary to support our operations.

Bidding Arrangements and Contract Types

Everus wins most of our projects through competitive bids or by negotiation. When competing for business, several factors are evaluated in determining the bid price for contract work. These include, but are not limited to, the complexities of the job, past history performing similar types of work, seasonal weather patterns, competition and market conditions, job site conditions, workforce safety, reputation of the project owner, availability of labor, materials and fuel, project location and project completion dates. If awarded a project, Everus generally enters into a contract with the customer that defines the scope of the project, responsibility, payment structure and schedule. While there is significant variation in specific contract terms, most contracts are structured as:

•Fixed-Price Contracts. Defined scope of work for a fixed amount.

•Cost-Reimbursable Contracts. Defined scope of work for the cost of the project plus a negotiated margin.

•Unit-Price Contracts. Defined scope of work for each unit for a fixed amount per unit.

Fixed-price contracts accounted for approximately 49% of total 2023 revenue, including 49% of 2023 revenue for E&M and 48% for T&D. Cost-reimbursable contracts accounted for approximately 45% of total 2023 revenue, including 47% of 2023 revenue for E&M and 39% for T&D. Unit-price contracts accounted for approximately 6% of total 2023 revenue, including 4% of 2023 revenue for E&M and 13% for T&D.

We have a broad portfolio of long-term master service agreements within the T&D business, and the work performed pursuant to these agreements generally is priced on a unit-price basis. Our agreements often also cover preventive maintenance and as-needed emergency outage work.

Employees, Unions and Training

The number of Everus employees fluctuates at any given time depending on the number and scale of projects. In 2023, we had more than 9,000 employees at peak across all functions and sites with approximately 7,000 employees

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as of December 31, 2023. The Operating Companies are responsible for sourcing local labor while Everus corporate oversight ensures appropriate staffing and on-site project leadership structures.

We maintain strong relationships with various local unions, including the International Brotherhood of Electric Workers, across our sites. As of December 31, 2023, 80.6% of our employees were represented by labor unions. Our large, unionized workforce provides flexibility to scale both up and down with projects as needed.

People are at the core of Everus, and Everus’ culture encourages everyone to lead with integrity and take responsibility for ensuring a safe work environment. Everus offers a variety of training and development opportunities to encourage growth within the organization. Effective training is at the forefront of employee development and is a top priority, with a specific focus on instilling Everus’ safety-first culture and values of integrity and ethical leadership across all levels of the organization. We conduct classes as well as hands-on training to develop our employees’ skills and capabilities and utilize safety compliance metrics in employee evaluations. Our close relationship with unions also allows us to deliver effective training programs and continuous education.

Regulatory Matters

Everus is subject to customary regulations, including federal, state and local regulations relating to environmental compliance and maintaining safe conditions in the workplace. The nature of Everus’ operations is such that few, if any, environmental permits are required. Operational convenience supports the use of petroleum storage tanks in several locations, which are permitted under state programs authorized by the Environmental Protection Agency. Everus has no ongoing remediation related to releases from petroleum storage tanks. Everus’ operations are conditionally exempt small-quantity waste generators, subject to minimal regulation under the Resource Conservation and Recovery Act. Federal permits for specific construction and maintenance jobs that may require permits are typically obtained by the hiring entity and not by Everus. Noncompliance with these laws and regulations can subject Everus to fines, loss of licenses or registrations or various forms of civil or criminal prosecution, any of which could have a material adverse effect on Everus’ reputation, business, financial position, results of operations and cash flows.

Seasonality

Adverse weather conditions pose potential challenges and opportunities to Everus’ operations, particularly in our T&D segment. Seasonal variation impacts safety and efficiency in certain U.S. regions, which affects our ability to provide construction services and consequently affects our revenues and profitability. Our T&D operations can be delayed due to severe weather conditions, especially in the winter months, and can be impacted by customer restrictions limiting our ability to perform our service work when electrical demands are high, especially in the summer months, depending on location. Despite these potential challenges, Everus’ national footprint and service mix ensures exposure to a diverse set of geographies, climates and project work, mitigating the seasonality risk while providing opportunities across the United States.

Properties

Everus currently maintains its principal executive office at 1730 Burnt Boat Drive, Bismarck, North Dakota 58503. In addition to the principal office, Everus owns or leases facilities in 18 states throughout the United States. These facilities are used for offices, equipment yards, prefabrication, manufacturing, warehousing, storage and vehicle shops.

In addition to its real property, Everus operates a fleet of owned and leased trucks and trailers, support vehicles and specialty construction equipment, such as bucket trucks, digger derricks, line pulling and tensioning equipment, and specialty extraction equipment.

Intellectual Property

Historically, MDU Resources has held various trademarks that support the operations of Everus’ business, including its advertising and marketing activities. These trademarks generally are protected by registration in the

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United States. In connection with the separation and distribution, we anticipate that MDU Resources will transfer certain of these trademarks to Everus or its subsidiaries to support our ongoing operations.

Insurance

Everus maintains insurance coverage that it believes is appropriate for its business, including but not limited to workers’ compensation, auto liability, general liability, excess liability, contractors pollution liability, legal liability, professional liability, directors and officers liability, employment practices liability, cyber policy, terrorism insurance and property insurance. In addition, Everus has historically benefited from coverage under certain corporate level insurance policies held by MDU Resources. The separation and distribution agreement will provide for the allocation between the parties of rights and obligations under existing insurance policies with respect to claims covered by MDU Resources’ insurance prior to the distribution and set forth procedures for the administration of insured claims and related matters.

Legal Proceedings

In the ordinary course of Everus conducting its business activities, it and its subsidiaries become involved in judicial, administrative and regulatory proceedings involving both private parties and governmental authorities. These proceedings include insured and uninsured matters that are brought on an individual, collective, representative and class-action basis, and other proceedings involving regulatory, employment, general and commercial liability, automobile liability and other matters. Everus does not expect any of these proceedings to have a material effect on its reputation, business, financial position, results of operations or cash flows; however, Everus can give no assurance as to a material effect.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following information should be read in conjunction with the audited consolidated financial statements and related notes as well as the unaudited condensed consolidated financial statements and related notes included elsewhere in this information statement. The following discussion may contain forward-looking statements that are based upon current expectations and are subject to uncertainty and changes in circumstances.

Everus Construction Group, Inc.’s (“Everus”) actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to these differences include those factors discussed in the following and elsewhere in this information statement, particularly in the sections entitled “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors.” References to the “Company,” “Everus Construction” or “we” refer to Everus Construction, Inc. (formerly known as MDU Construction Services Group, Inc.) and its subsidiaries, which are to be held by Everus.

Overview

Everus offers specialty contracting services under two segments, Electrical & Mechanical and Transmission & Distribution, which provide services to a diverse set of end markets across the United States. We focus on safely executing projects; providing a superior return on investment by building new and strengthening existing customer relationships; ensuring quality service; effectively managing costs; retaining, developing and recruiting talented employees; growing through organic and strategic acquisition opportunities; and focusing efforts on projects that will permit higher margins while properly managing risk. The growth we have experienced in recent years is due in part to the project awards in the markets served and the ability to support national customers in most of the regions in which we operate.

We provide specialty contracting services to commercial, industrial, institutional, service, renewables, utilities, transportation, manufacturing and governmental customers. We operate throughout the United States through two operating segments:

Electrical & Mechanical (“E&M”): Contracting services including construction and maintenance of electrical and communication wiring and infrastructure, fire suppression systems, and mechanical piping and services.

Transmission & Distribution (“T&D"): Contracting services including construction and maintenance of overhead and underground electrical, gas and communication infrastructure, as well as manufacturing and distribution of transmission line construction equipment and tools.

Core Products and Services

Our E&M segment primarily serves general contractor and end-use customers, with demand driven by secular tailwinds for infrastructure development and maintenance in the commercial, industrial, institutional, service and renewables end markets, among others. E&M offers a wide variety of specialty contracting services, including construction and maintenance of electrical and communication wiring, fire suppression systems, and mechanical piping and services, to customers in both the public and private sectors. Our work within the commercial end market leverages our deep expertise within the hospitality and entertainment sector, as well as high tech and data center projects, in addition to more standard commercial projects. Our work within the industrial end market is driven by the need for industrial installations as well as renovations, upgrades and expansions. Within the institutional end market, work is driven by activity in the education and government sectors. Our service work is driven by smaller projects, which can be standalone engagements or recurring maintenance work. Within the renewables end market, we execute projects ranging in size from local electric vehicle charging stations to large-scale solar generation.

Our T&D segment primarily serves electric and natural gas utility customers, as well as customers in the transportation end market, in the West and Midwest regions of the United States. T&D specializes in transmission and distribution construction and offers a broad set of specialty contracting services, including the construction and maintenance of overhead and underground electrical, gas and communication infrastructure. In addition to its specialty contracting services, T&D also designs, manufactures, sells and rents overhead and underground line-

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stringing equipment and tools. This equipment-serving capability complements T&D’s projects of various size and scope, while providing customers with exceptional service and fast distribution and delivery. The T&D segment also provides solutions across excavation and underground boring, substations, signals and lighting, and emergency restoration. Demand for these services is driven by increased utility spend on aging infrastructure, system hardening, grid reliability initiatives, natural disasters and other weather-related events.

Geographic Footprint

Everus is headquartered in Bismarck, North Dakota and is present in 58 offices nationwide. With authorization to work in nearly every state and the District of Columbia, we have the ability to execute work in new markets based on project attractiveness and customer demand. Additionally, we have 14 pre-fabrication facilities with more than 325,000 square feet of space to support local project sites and maintain strong relationships with local unions to ensure reliable and highly specialized labor availability. In the first six months of 2024, Everus performed more than 20,000 active projects through more than 7.3 million total hours worked. In 2023, Everus performed more than 40,000 active projects through more than 17.5 million total hours worked.

E&M has a broad and diversified geographic presence, with a strong footprint across the United States. E&M is comprised of nine Operating Companies with approximately 5,600 employees at June 30, 2024, offices in 24 cities and a physical presence in 13 states throughout the United States. T&D has a significant geographical presence in Missouri, California, Montana and Oregon, in addition to equipment rental and manufacturing distribution centers in Arizona, Texas, Georgia, Illinois, Oregon and Ohio. The T&D segment is comprised of six Operating Companies with approximately 2,000 employees at June 30, 2024, offices in 16 cities and a physical presence in 11 states throughout the United States.

Our long-term presence in key regional markets throughout the Western, Midwestern and Eastern regions has allowed us to capitalize on large opportunities across high-tech manufacturers, data centers, hospitality and large utilities, resulting in robust pipelines and continued project work in the regions. As our customers expand their own operations to other states and regions, they often continue to engage additional Operating Companies on projects, helping us expand our national reach.

Sustainability

Everus believes its focus on sustainability creates value for the communities it serves, for Everus itself and for its stockholders. Sustainable practices, such as charitable contributions, business innovations and recruiting and retaining personnel, provide an opportunity for Everus to focus on its long-term success and the success of the communities where it operates. Everus’ sustainability efforts create opportunities to increase revenue and profitability, create a competitive advantage, and attract a skilled and diverse workforce. As a result, the sustainable development of Everus and its communities is at the core of Everus’ decision-making process and corporate vision.

Workforce

The number of Everus employees fluctuates at any given time depending on the number and scale of projects. As of June 30, 2024, we had approximately 7,600 employees. In 2023, we had more than 9,000 employees at peak across all functions and sites with approximately 7,000 employees as of December 31, 2023. The Operating Companies are responsible for sourcing local labor while Everus corporate oversight ensures appropriate staffing and on-site project leadership structures.

We maintain strong relationships with various local unions, including the International Brotherhood of Electric Workers, across our sites. As of June 30, 2024 and December 31, 2023, 81.9% and 80.6% of our employees were represented by labor unions, respectively. Our large, unionized workforce provides flexibility to scale both up and down with projects as needed.

People are at the core of Everus, and Everus’ culture encourages everyone to lead with integrity and take responsibility for ensuring a safe work environment. Everus offers a variety of training and development opportunities to encourage growth within the organization. Effective training is at the forefront of employee development and is a top priority, with a specific focus on instilling Everus’ safety-first culture and values of

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integrity and ethical leadership across all levels of the organization. We conduct classes as well as hands-on training to develop our employees’ skills and capabilities and utilize safety compliance metrics in employee evaluations. Our close relationship with unions also allows us to deliver effective training programs and continuous education.

Strategy and Challenges

We face challenges, which are not under direct control of the business, in the markets in which we operate, including those described in “Risk Factors” included elsewhere in this information statement. These factors, and those noted below, have caused fluctuations in revenues, gross profit and earnings in the past and are likely to cause fluctuations in the future.

•Revenue mix and impact on gross profit. The mix of revenues based on the types of services provided can impact gross profit as certain industries and services provide higher gross profit opportunities. Larger or more complex projects typically result in higher gross profit opportunities since we assume a higher degree of performance risk and there is greater utilization of our resources for longer construction timelines. However, larger or more complex projects can have a higher risk of regulatory and seasonal or cyclical delay. Project schedules fluctuate, which can affect the amount of work performed in a given period. Smaller or less complex projects typically have a greater number of companies competing for them, and competitors at times may be more aggressive when pursuing available work. A greater percentage of smaller scale or less complex work in a given period could negatively impact gross profit due to the inefficiency of transitioning between a greater number of smaller projects versus continuous production on a few larger projects.

•Project variability and performance. Gross profit for a single project may fluctuate period to period due to changes in the volume or type of work performed, the pricing structure under the project contract or job productivity. Productivity and performance on a project can vary period to period based on a number of factors, including unexpected project difficulties; unexpected project site conditions; project location, including locations with challenging operating conditions or difficult geographic characteristics; whether the work is on an open or encumbered right of way; inclement weather or severe weather events; environmental restrictions or regulatory delays; political or legal challenges related to a project; and the performance of third parties. In addition, the type of contract can impact the gross profit on a project. Under fixed-price contracts, which are more common with larger or more complex projects, we assume risk related to project estimates versus actual execution. Revenues under this type of contract can vary, sometimes significantly, from original projects due to additional project complexity; timing uncertainty or extended bidding; extended regulatory or permitting processes; and other factors, which can result in a reduction in profit or losses on a project.

•Subcontractor work and provision of materials. Some work under project contracts is subcontracted out to other companies and gross profit on subcontractor work generally is lower than work we perform. Increased subcontractor work in a given period may therefore result in lower gross profit. In addition, inflationary or other pressures may increase the cost of materials under fixed-price contracts and may result in decreased gross profit on projects. We have worked to implement provisions in project contracts to allow for the pass-through of inflationary costs to customers where feasible and will continue to do so to mitigate the impacts.

Economic and Industry Factors Impacting the Business

We believe that our performance and future success depends on a number of factors that present significant opportunities for us but also pose risks and challenges, including those discussed below and in the section of this information statement titled “Risk Factors.”

Everus has experienced increased insurance costs and anticipates continued increases in insurance costs. Premiums in the insurance industry have risen due to many factors, such as economic inflation and a rise in insurance carriers’ losses, in particular for wildfire risks. Everus in in the process of renewing its insurance lines, which will be on a stand-alone basis in anticipation of the separation from MDU Resources and is seeing these

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impacts as a part of its renewal process. Everus is focused on strategies to minimize these costs and/or ensuring these costs are built into its bidding opportunities.

We focus on growing our total revenues, expanding margins, managing costs and generating cash, all of which would result in increased operating income.

Strategic Objectives and Opportunities

As an independent company, we will focus on the development, growth and expansion of our business, with increased flexibility to pursue strategic and financial plans suited to our industry. We are focused on long-term opportunities that will deliver profitable revenue growth. Our growth strategy is underpinned by our 4 EVER Strategy and is supported by an ongoing commitment to the development of our people.

We plan to pursue the following strategies to drive value creation and grow our business:

Grow share within existing markets. The first of our growth strategies is to win more profitable contracts in the markets where Everus already has existing relationships and where Everus has a reputation for excellent project execution and safety across complex and diversified projects. We benefit from the strong positioning of our Operating Companies within their respective regions and the access to talented and quality labor that this positioning provides. Our track record of organic growth is indicative of the success we have in growing market share with our existing customers. Over time, we have been able to leverage our reputation to expand our customer base within existing regions and end markets. Further, we plan to increase our revenue in a number of target regions where we currently have a smaller presence by growing our share with existing customers and by growing our overall customer base.

Through our E&M segment, we have strong multiyear relationships with major contractors and large corporate customers in attractive end markets. The successful delivery of previous projects for our existing customers is the most effective way for us to generate further revenue. We have experience with E&M customers and projects of all sizes, which allows us to pursue new business across a large range of the available work within our existing markets. Within the T&D industry, customers have an acute focus on the reputation and quality of their service providers, which they regulate through various pre-qualification requirements and processes that are unique to each customer. The industry also is highly regulated, and the focus on safety and reliability of contractors is driven by both the importance of safe provision of utilities to end-market customers and environmental protection. Holding the right pre-qualifications and maintaining a reputation for quality are the most important factors in growing our T&D segment. Everus has a strong track record of achieving and exceeding customer pre-qualification requirements. We actively work to position ourselves with our existing and potential T&D customers as a safe and high-quality service provider, by adopting the key performance indicator reporting frameworks of potential customers and actively managing existing projects to ensure performance requirements are met. We leverage our existing customer relationships to get pre-qualified with target customers, work collaboratively to understand expectations and secure new contract work with existing and new customers. We further support organic growth by holding all employees and labor to the highest standards and providing training over and above what is required by local authorities to ensure safety.

Geographic expansion via satellite projects. We have identified opportunities to grow with our existing customers who look to use our services in locations outside our core service areas. By leveraging our work on critical and complex projects, track record of safety and depth of specialized talent, we are able to target new work in additional geographies, with a preference for new customer locations where we have an existing presence, which allows us to deepen our local relationships and operating experience. Everus has successfully partnered with customers in multiple states as those customers have expanded their footprint across the United States, and we plan to continue to work with our existing customers as they grow into new regions. There are several large corporate and general contractor customers with whom we are prepared to repeat this strategy of growing through satellite projects, and we believe there is sufficient additional opportunity within regions where we already operate to continue growing through this strategy. In select situations where we are entering a new region with no Operating Company presence, we will partner with another contractor to ensure that we can deliver the right resources to our satellite projects until we establish a standalone presence.

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Further penetrate higher-growth sectors within our existing end markets. We have identified several sectors of our end markets that are attractive based on current investment levels, long-term projected industry growth rates and existing competitive landscape. Everus already operates in each of these sectors and has entrenched relationships within each with top customers. Our ability to win work in these attractive markets is driven by our experience, specialized and value-added capabilities and access to the best talent. These sectors include, but are not limited to, mission critical technologies, renewables, and health care for our E&M segment, and utility transmission, distribution, natural gas and communications for our T&D segment. Positive industry momentum from the global shift to digital, innovation in technology, sector and governmental regulatory requirements, aging infrastructure and climate concerns have further improved our project opportunities in these identified sectors.

Our strategy to further penetrate attractive sectors within our existing end markets is grounded in our track record of high-quality project execution and our national footprint. Our strategic planning process tracks the largest project opportunities, and in many instances, we already have successfully entered that end market and developed a reputation for project execution excellence, further supplying attractive projects and promoting close customer relationships. We also leverage our decentralized model to grow within these sectors by using Everus’ network relationships to funnel opportunities to the Operating Companies located in the relevant regions.

Inorganic growth through M&A. Our industry is highly fragmented, and there are many opportunities to make accretive acquisitions that complement the strategic position of our business and its growth trajectory. We have completed more than 25 acquisitions in the last 27 years and have a strong track record of creating value through acquisitions, by both successfully integrating these acquisitions and growing the revenue of the acquired companies over time. We expect M&A to continue to be an attractive method for us to meet our strategic objective of delivering revenue and earnings growth. Our existing customer relationships enable us to source new deals, and we believe our pipeline of accretive M&A opportunities is large, which provides us with ample opportunities to build on our existing strong platform. Through these customer networks, we have identified multiple attractive acquisition candidates. We target companies with an excellent safety record, demonstrated expertise and capabilities in end markets that are complementary to our existing business, high-quality relationships with local labor, and strong management teams and operating cultures. We are focused on ensuring that our approach to M&A remains disciplined, and we will continue to evaluate acquisition opportunities to bolster our presence in select regional markets and to broaden and enhance our service offerings.

Key Challenges and Risks

Competition

Everus operates in a highly competitive business environment, which includes large public companies and many small privately held companies. In addition to competition from smaller independent operators, Everus faces competition from large, publicly traded U.S. construction services companies, including Comfort Systems USA, Inc., EMCOR Group, Inc., MasTec, Inc., MYR Group Inc., Primoris Services Corporation and Quanta Services, Inc., as well as large, private U.S. construction services companies, including M.C. Dean, Inc., Rosendin Electric, Pike Corporation and Archkey Solutions. The nature of Everus’ competition varies among geographies due to the generally local and regional nature of our services.

Competition is based primarily on price, reputation for quality, safety and reliability. The size and location of the services provided, as well as the state of the economy, are factors in the number of competitors that Everus will encounter on any particular project. We believe that our service offering, diversification and geographic footprint in the United States, along with the quality and management of our workforce, enable us to effectively operate in this competitive environment.

Regulatory Matters

Everus is subject to customary regulations, including federal, state and local regulations relating to environmental compliance and maintaining safe conditions in the workplace. The nature of Everus’ operations is such that few, if any, environmental permits are required. Operational convenience supports the use of petroleum storage tanks in several locations, which are permitted under state programs authorized by the Environmental Protection Agency. Everus has no ongoing remediation related to releases from petroleum storage tanks. Everus’

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operations are conditionally exempt small-quantity waste generators, subject to minimal regulation under the Resource Conservation and Recovery Act. Federal permits for specific construction and maintenance jobs that may require permits are typically obtained by the hiring entity and not by Everus. Noncompliance with these laws and regulations can subject Everus to fines, loss of licenses or registrations or various forms of civil or criminal prosecution, any of which could have a material adverse effect on Everus’ reputation, business, financial position, results of operations and cash flows.

Seasonality

Adverse weather conditions pose potential challenges and opportunities to Everus’ operations, particularly in our T&D segment. Seasonal variation impacts safety and efficiency in certain U.S. regions, which affects our ability to provide construction services and consequently affects our revenues and profitability. Our T&D operations can be delayed due to severe weather conditions, especially in the winter months, and can be impacted by customer restrictions limiting our ability to perform our service work when electrical demands are high, especially in the summer months, depending on location. Despite these potential challenges, Everus’ national footprint and service mix ensures exposure to a diverse set of geographies, climates and project work, mitigating the seasonality risk while providing opportunities across the United States.

Legal Proceedings

In the ordinary course of Everus conducting its business activities, it and its subsidiaries become involved in judicial, administrative and regulatory proceedings involving both private parties and governmental authorities. These proceedings include insured and uninsured matters that are brought on an individual, collective, representative and class-action basis, and other proceedings involving regulatory, employment, general and commercial liability, automobile liability and other matters. Everus does not expect any of these proceedings to have a material effect on its reputation, business, financial position, results of operations or cash flows; however, Everus can give no assurance as to a material effect.

Please read the information in the section captioned “Risk Factors” for a more thorough description of these and other risks.

Market Conditions and Outlook

The U.S. construction services industry is highly fragmented. It includes a wide spectrum of players, from small, private companies whose activities are geographically concentrated to larger public companies with nationwide capabilities. Competition within the industry is influenced by various elements such as technical expertise, service pricing, financial and operational resources, track record for safety, industry reputation and dependability.

The U.S. construction services industry serves a diverse customer base that includes federal, state and municipal governmental agencies, commercial and residential developers and private parties. The mix of customers varies by region and economic conditions.

The main factors and trends in the U.S. construction services industry include:

•Key economic factors. Many factors affect product demand, including public spending on infrastructure projects, general economic conditions, including population growth and employment levels, and prevailing interest rates.

•Industry fragmentation. There are thousands of construction services providers of varying scope and size. Market participants may enter new geographies or expand existing positions through organic growth or the acquisition of existing providers.

•Seasonality. Activity in certain areas is seasonal due to the effects of weather, which can impact safety and efficiency of operations and lead to demand for services.

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•Cyclicality. The demand for construction services is significantly influenced by the cyclical nature of the economy.

•Regulations. Operations are subject to extensive laws and regulations relating to the maintenance of safe conditions in the workplace.

•Production inputs. Cost of labor, equipment and other inputs can vary over time based on macroeconomic factors and impact profitability of operations.

•Personnel. Ability to maintain productivity and operating performance is heavily dependent on the ability to employ, train and retain qualified personnel necessary to operate efficiently.

The American Rescue Plan provides $1.9 trillion in COVID-19 relief funding for states, schools and local government, including broadband infrastructure. States are beginning to move forward with allocating these funds based on federal criteria and state needs, and in some cases, funding of infrastructure projects could positively impact us. Additionally, the Infrastructure Investment and Jobs Act, was enacted in the fourth quarter of 2021 and is providing long-term opportunities by designating funds for investments in upgrades to electric and grid infrastructure, transportation systems, airports and electric vehicle infrastructure, all industries we support. In addition, the Inflation Reduction Act provides $369 billion in new funding for clean energy programs. These programs include new tax incentives for solar, battery storage and hydrogen development along with funding to expand the production of electric vehicles and the build out of infrastructure to support electric vehicles. Finally, the CHIPS and Science Act is expected to provide up to $53 billion of investment in the U.S. semiconductor industry, with approximately $39 billion of the CHIPS funding earmarked for the construction of semiconductor fabrication plants over the next five years. We will continue to monitor the implementation of these legislative initiatives.

We continue to have bidding opportunities in the specialty contracting markets we operated in during 2023, as evidenced by our backlog. Although bidding remains highly competitive in all areas, we expect relationships with existing customers, safe and skilled workforce, quality of service and effective cost management will continue to provide a benefit in securing and executing profitable projects in the future. We also have seen rapidly growing needs for services across the electric vehicle charging, renewable energy generation and energy storage markets that complement existing renewable projects performed by us.

The Separation and Distribution

On November 2, 2023, MDU Resources announced its intention to separate its wholly owned subsidiary, Everus Construction (formerly known as MDU Construction Services Group, Inc.), from MDU Resources. On March 12, 2024, in connection with the planned separation, MDU Resources changed the name of MDU Construction Services Group, Inc. to Everus Construction, Inc. MDU Resources intends to effect the separation through a pro rata distribution to MDU Resources stockholders of 100% of the outstanding common stock of a new entity, Everus Construction Group, Inc. Everus was formed to hold Everus Construction and the assets and liabilities associated with it and its business. As part of the separation, MDU Resources and its subsidiaries expect to conduct an internal reorganization to transfer Everus Construction and its associated assets and liabilities to Everus.

Following the distribution, MDU Resources stockholders will own 100% of the outstanding shares of Everus common stock, and Everus will be a separate public company from MDU Resources.

On [                     ], the MDU Resources board of directors approved the distribution of 100% of the issued and outstanding shares of Everus common stock, on the basis of one share of Everus common stock for every four shares of MDU Resources common stock held as of the close of business on [            ], the record date for the distribution, subject to the satisfaction or waiver of the conditions to the distribution as described in this information statement.

The separation is planned as a tax-free separation transaction to the stockholders of MDU Resources for U.S. federal income tax purposes. Completion of the separation is subject to certain conditions, including, among other things, the effectiveness of this registration statement on Form 10 with the SEC, final approval from the MDU Resources board of directors, receipt of one or more tax opinions by advisors and a private letter ruling from the

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IRS, and other customary conditions. MDU Resources may, at any time and for any reason until the proposed transaction is complete, abandon or modify or change its terms.

For a complete discussion of all the conditions, pursuant to the separation and distribution agreement, and the associated risks and uncertainties, associated with the separation and distribution, see “The Separation and Distribution—Conditions to the Distribution” and “Risk Factors—Risks Related to the Separation and Distribution.”

Basis of Presentation

The accompanying audited consolidated financial statements and unaudited condensed consolidated financial statements included in this information statement were prepared on a standalone basis and were derived from the consolidated financial statements and accounting records of MDU Resources. For additional information related to the basis of presentation, see Note 2 – Basis of Presentation in the audited consolidated financial statements and unaudited condensed consolidated financial statements contained elsewhere in this information statement.

Historically, we have participated in Centennial’s and MDU Resources’ centralized cash management program, including their overall financing arrangements. We have related-party agreements in place with Centennial for the financing of our capital needs, which are reflected as related-party notes payable on the audited consolidated and unaudited condensed consolidated balance sheets. Interest expense in the audited consolidated and unaudited condensed consolidated statements of income reflects the allocation of interest on borrowing and funding associated with the related-party agreements.

Certain related-party transactions that are expected to be settled in cash between Everus and, separately, MDU Resources, Centennial and certain other subsidiaries of MDU Resources, have been included in the audited consolidated financial statements and unaudited condensed consolidated financial statements. For additional information regarding the agreements between us, MDU Resources and Centennial, see “Certain Relationships and Related Person Transactions.”

All intercompany balances and transactions between the businesses comprising Everus have been eliminated in the accompanying audited consolidated financial statements and unaudited condensed consolidated financial statements.

Components of Operating Results

Operating Revenues

Operating revenues include revenue generated from contracting services as well as the sale of construction equipment and other supplies. We also rent certain equipment to third parties. Contracting revenue is recognized over time using an input method based on the cost-to-cost measure of progress on a project. Sales and short-term rental revenue is recognized at a point in time when the performance obligation has been satisfied with the delivery of the equipment and supplies.

Cost of Sales

Cost of sales includes all labor, materials, subcontract costs and equipment costs, including depreciation expense, and overhead costs incurred in the execution of our services. These costs are impacted by various drivers, the most significant of which include changes in salary and benefits costs and material and subcontractor pricing. Cost of sales also includes depreciation attributable to the assets being used for sales and rental. Costs associated with operating leases that have been entered into in the execution of our services also are included in cost of sales.

Gross Profit

Gross profit represents profit after cost of sales, as defined previously, and is the difference between operating revenues and the cost of making and selling a product or providing a service.

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Selling, General and Administrative Expenses

Selling, general and administrative expenses include the costs for the labor of executive resources, office personnel and administrative functions. Selling expenses can vary depending on the staffing requirements to operate the business and includes discretionary compensation. Other general and administrative expenses include travel and entertainment, professional services, information technology, depreciation and amortization, training, office supplies, allowance for expected credit losses, and other miscellaneous expenses. As part of MDU Resources, we also were allocated certain corporate expenses, including, but not limited to, certain general corporate expenses related to senior management, legal, human resources, finance and accounting, treasury, information technology, internal audit, risk management and other shared services that are presented in selling, general and administrative. Certain operating lease costs also have been included in selling, general and administrative expenses.

Operating Income

Operating income represents profit after cost of sales and selling, general and administrative expenses, as defined previously, and is the difference between operating revenues and the cost of making and selling a product or providing a service, before deducting interest expense, other income and income taxes.

Interest Expense

Interest expense includes the allocation of interest on borrowing and funding associated with our related-party agreements with Centennial and MDU Resources.

Other Income

Other income includes interest income; unrealized gains and losses on investments to fund our participation in MDU Resources’ nonqualified benefit plans; and other miscellaneous income or expenses.

Income Taxes

Income taxes consist of domestic corporate federal and state income taxes related to the sale of our services as well as third-party sales and rentals of our construction equipment and other supplies. The effective tax rate can be affected by many factors, including changes in tax laws, states of operation, regulations or rates, new interpretations of existing laws or regulations and changes to our overall levels of income before tax.

Income From Equity Method Investments

Income from equity method investments consists of unconsolidated joint ventures accounted for under the equity method. Everus currently holds noncontrolling interests in joint ventures formed primarily for the purpose of pooling resources on construction projects.

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Consolidated Results of Operations For the Three and Six Months Ended June 30, 2024 and 2023

The following table sets forth our consolidated selected statements of income data, as well as the percentage change from the prior comparative interim periods.

			Three months ended June 30,																		Six months ended June 30,
			2024						2023						% change						2024						2023						% change
			(In millions)
Operating revenues			$	703.3					$	747.0					(5.9)		%				$	1,329.1					$	1,501.3					(11.5)		%
Cost of sales			614.8						657.8						(6.5)		%				1,165.8						1,344.1						(13.3)		%
Gross profit			88.5						89.2						(0.7)		%				163.3						157.2						3.9		%
Selling, general and administrative expenses			37.2						34.9						6.6		%				73.1						67.7						8.0		%
Operating income			51.3						54.3						(5.5)		%				90.2						89.5						0.8		%
Interest expense			3.3						5.2						(36.5)		%				6.0						8.9						(32.6)		%
Other income			1.7						0.9						88.9		%				2.6						1.5						73.3		%
Income before income taxes and income from equity method investments			49.7						50.0						(0.6)		%				86.8						82.1						5.7		%
Income taxes			13.6						13.2						3.0		%				23.6						21.4						10.3		%
Income from equity method investments			2.9						1.8						61.1		%				4.0						4.0						—		%
Net income			$	39.0					$	38.6					1.0		%				$	67.2					$	64.7					3.9		%

Three Months Ended June 30, 2024, Compared to Three Months Ended June 30, 2023

Operating Revenues

Operating revenues for the three months ended June 30, 2024, were $703.3 million, a decrease of $43.7 million, or 5.9%, from $747.0 million for the three months ended June 30, 2023. The decrease primarily relates to a decrease of $66.4 million, or 11.6%, in E&M revenues, offset by an increase of $26.7 million, or 14.8% in T&D revenues.

E&M revenues declined $66.4 million, or 11.6%, as a result of lower revenues for the commercial, industrial and service markets, partially offset by higher revenues for the institutional market. The commercial market had lower revenues within the hospitality sector from completion of large projects during 2023, partially offset by higher revenues within the data center sector due to increased workloads. The industrial market had lower revenues from lower project workloads in the general industrial and high tech sectors. The service market had lower revenues due to decreased repair and maintenance demand. Partially offsetting the E&M revenue decreases were higher institutional revenues driven from higher project workloads in the government and education sectors.

T&D revenues increased $26.7 million, or 14.8%, as a result of higher revenues for both utility and transportation markets. The utility market had higher revenues from increased workloads for transmission, telecommunication and substation projects, partially offset by lower workloads in distribution projects due to timing of project availability in the markets served. The transportation market had higher revenues due to higher workloads from the timing of projects related to traffic signalization and street lighting, partially offset by a decrease in government and electric project activity.

Cost of Sales

Cost of sales for the three months ended June 30, 2024, was $614.8 million, a decrease of $43.0 million, or 6.5%, from $657.8 million for the three months ended June 30, 2023. This decrease primarily relates to lower operating costs supporting decreased E&M workloads offset and project efficiencies, partially offset by higher T&D operating costs from increased workloads. Labor and material costs decreased by $48.3 million and $26.4 million, respectively, partially offset by higher subcontractor costs of $24.7 million and other job expenses of $7.0 million.

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Selling, General and Administrative Expenses

Selling, general and administrative expenses for the three months ended June 30, 2024, were $37.2 million, an increase of $2.3 million, or 6.6%, from $34.9 million for the three months ended June 30, 2023. The increase was driven primarily by higher payroll expenses of $1.5 million to support the operational growth of the business, higher professional service-related expenses of $1.5 million and higher general expenses of $0.8 million including office, rent and insurance expense. Partially offsetting these increases was lower provision for expected credit losses of $1.5 million.

Interest Expense

Interest expense for the three months ended June 30, 2024, was $3.3 million, a decrease of $1.9 million, or 36.5%, from $5.2 million for the three months ended June 30, 2023. This decrease primarily relates to interest expense recognized for the three months ended June 30, 2023 related to related-party notes payable and related-party short-term notes payable that were repaid to Parent during the second quarter of 2023, as well as allocated interest expense from the Parent’s borrowing arrangements in connection with the cash management program. This decrease was partially offset by higher debt balances as a result of increased working capital needs during the current period.

Operating Income

Operating income for the three months ended June 30, 2024, was $51.3 million, a decrease of $3.0 million, or 5.5%, from $54.3 million for the three months ended June 30, 2023. The decrease was primarily driven by decreased gross profit and increased selling, general and administrative expenses as discussed above. Operating income, as a percentage of revenues, remained consistent at 7.3% for both the three months ended June 30, 2024 and the three months ended June 30, 2023.

Other Income

Other income for the three months ended June 30, 2024, was $1.7 million, an increase of $0.8 million, or 88.9%, from $0.9 million for the three months ended June 30, 2023. This increase primarily relates to miscellaneous income, including settlements, rebates and bank fees.

Income Taxes

Income taxes for the three months ended June 30, 2024, were $13.6 million, an increase of $0.4 million, or 3.0%, from $13.2 million for the three months ended June 30, 2023, reflecting higher income before taxes for the period.

Income from Equity Method Investments

Income from equity method investments for the three months ended June 30, 2024, was $2.9 million, an increase of $1.1 million, or 61.1%, from $1.8 million for three months ended June 30, 2023. This increase primarily relates to increased progress on joint venture activity.

Six Months Ended June 30, 2024, Compared to Six Months Ended June 30, 2023

Operating Revenues

Operating revenues for the six months ended June 30, 2024, were $1,329.1 million, a decrease of $172.2 million, or 11.5%, from $1,501.3 million for the six months ended June 30, 2023. The decrease primarily relates to a decrease of $218.4 million, or 18.8%, in E&M revenues, offset by an increase of $50.3 million, or 14.6%, in T&D revenues.

E&M revenues declined $218.4 million, or 18.8%, as a result of lower revenues for the commercial, industrial, service and renewables markets, partially offset by higher revenues from the institutional market. The commercial market had lower revenues within the hospitality sector from completion of large projects during 2023, partially offset by higher revenues within the data center sector due to increased workloads. The industrial market had lower

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revenues from lower project workloads in the general industrial, high tech and government sectors. The service market had lower revenues due to decreased repair and maintenance demand, and the renewables market had lower revenues due to the timing of projects. Partially offsetting the E&M revenue decreases were higher institutional revenues driven from higher project workloads in the government, healthcare and education sectors.

T&D revenues increased $50.3 million, or 14.6%, as a result of higher revenues for both utility and transportation markets. The utility market had higher revenues from increased workloads for transmission, substation and telecommunication projects, partially offset by lower workloads in storm projects due to timing of project availability in the markets served. The transportation market had higher revenues due to higher workloads from the timing of projects related to traffic signalization and street lighting, partially offset by a decrease in government and electric project activity.

Cost of Sales

Cost of sales for the six months ended June 30, 2024, was $1,165.8 million, a decrease of $178.3 million, or 13.3%, from $1,344.1 million for the six months ended June 30, 2023. This decrease primarily relates to lower operating costs supporting decreased E&M workloads and project efficiencies, partially offset by higher T&D operating costs from increased workloads. Labor and material costs decreased by $140.9 million and $88.0 million, respectively, partially offset by higher subcontractor costs of $41.8 million and other job expenses of $8.8 million.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the six months ended June 30, 2024, were $73.1 million, an increase of $5.4 million, or 8.0%, from $67.7 million for the six months ended June 30, 2023. The increase was driven primarily by higher payroll expenses of $2.9 million to support the operational growth of the business, higher professional service-related expenses of $2.7 million and higher general expenses of $2.6 million including office, rent and insurance expense. Partially offsetting these increases was lower provision for expected credit losses of $2.8 million.

Operating Income

Operating income for the six months ended June 30, 2024 was $90.2 million, an increase of $0.7 million, or 0.8%, from $89.5 million for the six months ended June 30, 2023. The increase was primarily driven by increased gross profit, largely offset by increased selling, general and administrative expenses as discussed above. Operating income, as a percentage of revenues, increased to 6.8% for the six months ended June 30, 2024 compared to 6.0% for the six months ended June 30, 2023.

Interest Expense

Interest expense for the six months ended June 30, 2024, was $6.0 million, a decrease of $2.9 million, or 32.6%, from $8.9 million for the six months ended June 30, 2023. This decrease primarily relates to interest expense recognized for the six months ended June 30, 2023 related to related-party notes payable and related-party short-term notes payable that were repaid to Parent during the second quarter of 2023, as well as allocated interest expense from the Parent’s borrowing arrangements in connection with the cash management program. This decrease was partially offset by higher debt balances as a result of increased working capital needs during the current period.

Other Income

Other income for the six months ended June 30, 2024, was $2.6 million, an increase of $1.1 million, or 73.3%, from $1.5 million for the six months ended June 30, 2023. This increase primarily relates to miscellaneous income, including settlements, rebates and bank fees.

Income Taxes

Income taxes for the six months ended June 30, 2024, were $23.6 million, an increase of $2.2 million, or 10.3%, from $21.4 million for the six months ended June 30, 2023, reflecting higher income before taxes for the period.

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Income from Equity Method Investments

Income from equity method investments for the six months ended June 30, 2024, was $4.0 million, remaining consistent compared to $4.0 million for the six months ended June 30, 2023 based on similar progress on joint venture activity.

Consolidated Results of Operations For the Years Ended December 31, 2023, 2022 and 2021

The following table sets forth our consolidated selected statements of income data, as well as the percentage change from the prior year.

Years ended December 31,						2023						2022						2021						2023 vs 2022 % change						2022 vs 2021 % change
						(In millions)
Operating revenues						$	2,854.4					$	2,699.2					$	2,051.6					5.7		%				31.6		%
Cost of sales						2,532.5						2,423.2						1,803.7						4.5		%				34.3		%
Gross profit						321.9						276.0						247.9						16.6		%				11.3		%
Selling, general and administrative expenses						131.4						111.4						102.2						18.0		%				9.0		%
Operating income						190.5						164.6						145.7						15.7		%				13.0		%
Interest expense						17.0						6.3						3.5						169.8		%				80.0		%
Other income						4.0						1.4						1.7						185.7		%				(17.6)		%
Income before income taxes and income from equity method investments						177.5						159.7						143.9						11.1		%				11.0		%
Income taxes						45.3						40.8						35.4						11.0		%				15.3		%
Income from equity method investments						5.0						5.9						0.9						(15.3)		%				555.6		%
Net income						$	137.2					$	124.8					$	109.4					9.9		%				14.1		%

Year Ended December 31, 2023, Compared to Year Ended December 31, 2022

Operating Revenues

Operating revenues for the year ended December 31, 2023, were $2,854.4 million, an increase of $155.2 million, or 5.7%, from $2,699.2 million for the year ended December 31, 2022. This increase primarily relates to an increase of $137.1 million, or 6.9%, in E&M revenues. E&M revenues grew as a result of higher commercial revenues from increased hospitality and data center projects, higher industrial revenues from high tech and government projects and institutional revenues largely the result of higher project workloads in the health care market. Offsetting the E&M revenue increases were lower renewable revenues due to project timing.

T&D revenues increased $17.2 million, or 2.4%, as a result of higher utility workloads for distribution, transmission, gas and underground projects. These increases were largely offset by lower workloads in utility electrical projects due to timing. The transportation market was impacted by lower workloads from the timing of projects related to street lighting and government activity, partially offset by an increase in traffic signalization.

Cost of Sales

Cost of sales for the year ended December 31, 2023, was $2,532.5 million, an increase of $109.3 million, or 4.5%, from $2,423.2 million for the year ended December 31, 2022. This increase primarily relates to higher operating costs supporting increased E&M revenues and higher T&D operating costs from increased construction volume. Labor and subcontractor costs increased by $96.0 million and $67.1 million, respectively due to workloads, partially offset by lower material costs of $44.2 million and other job expenses of $12.1 million.

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Selling, General and Administrative Expenses

Selling, general and administrative expenses for the year ended December 31, 2023, were $131.4 million, an increase of $20.0 million, or 18.0%, from $111.4 million for the year ended December 31, 2022. The increase was driven primarily by higher provision for expected credit losses of $6.0 million, higher payroll expense of $7.3 million and higher professional service related expenses of $2.8 million to support the operational growth of the business.

Operating Income

Operating income for the year ended December 31, 2023 was $190.5 million, an increase of $25.9 million, or 15.7%, from $164.6 million for the year ended December 31, 2022. The increase was primarily driven by increased revenue and gross profit, partially offset by increased selling, general and administrative expenses as discussed above. Operating income, as a percentage of revenues, increased to 6.7% for the year ended December 31, 2023 compared to 6.1% for the year ended December 31, 2022.

Interest Expense

Interest expense for the year ended December 31, 2023, was $17.0 million, an increase of $10.7 million, or 169.8%, from $6.3 million for the year ended December 31, 2022. This increase primarily relates to higher debt balances as a result of increased working capital needs during the construction season and higher overall variable interest rates.

Other Income

Other income for the year ended December 31, 2023, was $4.0 million, an increase of $2.6 million, or 185.7%, from $1.4 million for the year ended December 31, 2022. This increase primarily relates to the timing of miscellaneous sales of assets.

Income Taxes

Income taxes for the year ended December 31, 2023, were $45.3 million, an increase of $4.5 million, or 11.0%, from $40.8 million for the year ended December 31, 2022, reflecting higher income before taxes for the year.

Income From Equity Method Investments

Income from equity method investments for the year ended December 31, 2023, was $5.0 million, a decrease of $0.9 million, or 15.3%, from $5.9 million for the year ended December 31, 2022. This decrease primarily relates to less progress on joint venture activity.

Year Ended December 31, 2022, Compared to Year Ended December 31, 2021

Operating Revenues

Operating revenues for the year ended December 31, 2022, were $2,699.2 million, an increase of $647.6 million, or 31.6%, from $2,051.6 million for the year ended December 31, 2021. This increase relates to higher E&M revenues of $663.3 million, or 49.7%. E&M grew as a result of higher commercial revenues driven largely by an increase in hospitality, data center, general commercial and renewables projects. Additionally, there were higher institutional revenues largely the result of increased activity and progress on education, healthcare and government projects. Partially offsetting these increases were lower industrial revenues driven by decreased demand for maintenance, high-tech and refinery projects and lower services revenues.

T&D revenue decreased $16.2 million, or 2.2%, due to lower transmission and storm work projects as well as lower transportation revenues, primarily from lower customer demand for street lighting projects. Partially offsetting the decrease was increased utility revenues for electrical, underground, distribution, telecommunications and substation projects, with each sector being driven by higher customer demand.

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Cost of Sales

Cost of sales for the year ended December 31, 2022, was $2,423.2 million, an increase of $619.5 million, or 34.3%, from $1,803.7 million for the year ended December 31, 2021. Inflationary pressures resulted in higher E&M operating costs, partially offset by lower T&D operating costs with lower construction volumes. Materials, labor, and equipment costs increased by $280.5 million, $254.3 million, and $32.5 million, respectively.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for year ended December 31, 2022, were $111.4 million, an increase of $9.2 million, or 9.0%, from $102.2 million for year ended December 31, 2021. The increase was driven primarily by higher payroll-related costs including increased incentive costs of $5.7 million, increased provision for expected credit losses of $2.4 million due to changes in estimates during 2021, and higher office expenses, primarily building rent.

Operating Income

Operating income for the year ended December 31, 2022 was $164.6 million, an increase of $18.9 million, or 13.0%, from $145.7 million for the year ended December 31, 2021. The increase was primarily driven by increased revenue and gross profit, partially offset by increased selling, general and administrative expenses as discussed above. Operating income, as a percentage of revenues, decreased to 6.1% for the year ended December 31, 2022 compared to 7.1% for the year ended December 31, 2021.

Interest Expense

Interest expense for the year ended December 31, 2022, was $6.3 million, an increase of $2.8 million, or 80.0%, from $3.5 million for the year ended December 31, 2021. This increase reflects higher average debt balances due to the higher working capital needs to support the business operations, as well as higher variable interest rates.

Other Income

Other income for the year ended December 31, 2022, was $1.4 million, a decrease of $0.3 million, or 17.6%, from $1.7 million for the year ended December 31, 2021.

Income Taxes

Income tax expense for the year ended December 31, 2022, was $40.8 million, an increase of $5.4 million, or 15.3%, from $35.4 million for the year ended December 31, 2021. This reflects higher income before taxes for the year.

Income From Equity Method Investments

Income from equity method investments for the year ended December 31, 2022, was $5.9 million, an increase of $5.0 million, or 555.6%, from $0.9 million for the year ended December 31, 2021. This increase primarily relates to significant progress on a new joint venture project in the commercial market and the completion of a key industrial project.

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Segment Results of Operations For the Three and Six Months Ended June 30, 2024 and 2023

We report our results under two reportable segments: Electrical & Mechanical, and Transmission & Distribution. The following table sets forth segment revenues and segment operating income for the periods indicated, as well as the percentage change from the prior period:

			Three months ended June 30,																		Six months ended June 30,
			2024						2023						% Change						2024						2023						% Change
			(In millions)
Operating revenues:
Electrical & Mechanical			$	503.8					$	570.2					(11.6)		%				$	944.9					$	1,163.3					(18.8)		%
Transmission & Distribution			206.8						180.1						14.8		%				395.3						345.0						14.6		%
Eliminations			(7.3)						(3.3)						(121.2)		%				(11.1)						(7.0)						(58.6)		%
Consolidated revenues			$	703.3					$	747.0					(5.8)		%				$	1,329.1					$	1,501.3					(11.5)		%
Operating income:
Electrical & Mechanical			$	35.9					$	39.3					(8.7)		%				$	65.8					$	69.2					(4.9)		%
Transmission & Distribution			20.6						18.6						10.8		%				34.8						28.3						23.0		%
Corporate and other			(5.2)						(3.6)						(44.4)		%				(10.4)						(8.0)						(30.0)		%
Consolidated operating income			$	51.3					$	54.3					(5.5)		%				$	90.2					$	89.5					0.8		%

Three Months Ended June 30, 2024, Compared to Three Months Ended June 30, 2023

Operating Revenues

Operating revenues in the E&M segment for the three months ended June 30, 2024, were $503.8 million, a decrease of $66.4 million, or 11.6%, from $570.2 million for the three months ended June 30, 2023. The decrease primarily relates to lower revenues for the commercial, industrial and service markets, partially offset by higher revenues for the institutional market. The commercial market had lower revenues within the hospitality sector of $149.5 million from completion of large projects during 2023, partially offset by a $107.2 million increase in data center projects due to higher workloads. The industrial market had lower revenues on general industrial, high tech and government projects of $25.7 million, $18.2 million and $5.2 million, respectively, partially offset by a higher volume of manufacturing projects of $10.5 million. Service market revenues decreased $7.3 million, largely the result of lower project workloads due to decreased repair and maintenance demand. Partially offsetting the E&M revenue decreases were higher institutional revenues driven by increased workloads in government, education and healthcare projects of $22.6 million, $8.6 million and $3.5 million, respectively.

Operating revenues in the T&D segment for the three months ended June 30, 2024, were $206.8 million, an increase of $26.7 million, or 14.8%, from $180.1 million for the three months ended June 30, 2023. The increase primarily relates to increased revenues for both utility and transportation markets. The utility market had higher revenues due to increased workloads for transmission projects of $14.9 million, telecommunication projects of $8.4 million, and substation projects of $7.2 million. The utility increases were offset by lower workloads on utility distribution projects of $18.9 million. Revenues increased in the transportation market due to higher workloads for traffic signalization projects of $8.3 million and street lighting projects of $7.8 million, partially offset by lower workloads for government and electric projects of $3.6 million.

Operating Income

Operating income in the E&M segment for the three months ended June 30, 2024, was $35.9 million, a decrease of $3.4 million, or 8.7%, from $39.3 million for the three months ended June 30, 2023. The decrease was primarily driven by lower gross profit for commercial, industrial and service projects due to project mix, partially offset by higher gross profit for institutional and renewables projects due to timing of projects. E&M gross profit percentage

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increased from lower overall operating costs from lower workloads and project completion efficiencies. Operating income was also impacted by cost increases for operating expenses for labor of $0.6 million, professional services of $0.9 million, and general expenses of $0.7 million, offset by lower provision for expected credit losses of $1.6 million. Operating income, as a percentage of revenues, for our E&M segment increased to 7.1% for the three months ended June 30, 2024 compared to 6.9% for the three months ended June 30, 2023.

Operating income in the T&D segment for the three months ended June 30, 2024, was $20.6 million, an increase of $2.0 million, or 10.8%, from $18.6 million for the three months ended June 30, 2023. The increase is the result of higher gross profit for street lighting and government projects due to project mix. Cost increases for professional services of $0.3 million were largely offset by decreases in labor costs and general expenses. Operating income, as a percentage of revenues, for our T&D segment decreased to 10.0% for the three months ended June 30, 2024 compared to 10.3% for the three months ended June 30, 2023.

The increase in corporate and other costs during the three months ended June 30, 2024 was primarily due to higher labor costs of $1.0 million to support the operational growth of the business, higher professional services of $0.3 million and general expenses of $0.3 million including office, charitable contribution and insurance expense.

Six Months Ended June 30, 2024, Compared to Six Months Ended June 30, 2023

Operating Revenues

Operating revenues in the E&M segment for the six months ended June 30, 2024, were $944.9 million, a decrease of $218.4 million, or 18.8%, from $1,163.3 million for the six months ended June 30, 2023. The decrease primarily relates to lower revenues for the commercial, industrial, service and renewables markets, partially offset by higher revenues for the institutional market. The commercial market had lower revenues within the hospitality sector of $315.5 million from completion of large projects during 2023, partially offset by a $167.2 million increase in data center projects due to higher workloads. The industrial market had lower revenues on general industrial, high tech and government projects of $50.1 million, $38.4 million and $12.1 million, respectively, partially offset by higher manufacturing projects of $17.1 million. Service market revenues decreased $33.5 million, largely the result of lower project workloads due to decreased repair and maintenance demand. Renewables market revenues decreased $7.6 million due to timing of projects. Partially offsetting the E&M revenue decreases were higher institutional revenues driven by increased workloads in government, healthcare and education projects of $39.6 million, $15.8 million and $8.3 million, respectively.

Operating revenues in the T&D segment for the six months ended June 30, 2024, were $395.3 million, an increase of $50.3 million, or 14.6%, from $345.0 million for the six months ended June 30, 2023. The increase primarily relates to increased revenues for both utility and transportation markets. The utility market had higher revenues due to increased workloads for transmission projects of $27.1 million, substation projects of $14.4 million, and telecommunication projects of $12.9 million. The utility increases were largely offset by lower workloads on utility storm projects of $13.2 million. Revenues increased in the transportation market due to higher workloads for traffic signalization projects of $12.7 million and street lighting projects of $12.4 million, partially offset by lower workloads for government and electric projects of $7.7 million.

Operating Income

Operating income in the E&M segment for the six months ended June 30, 2024, was $65.8 million, a decrease of $3.4 million, or 4.9%, from $69.2 million for the six months ended June 30, 2023. The decrease was primarily driven by lower gross profit for commercial, industrial and service projects due to project mix, partially offset by higher gross profit for institutional and renewables projects due to timing of project completion and project starts. E&M gross profit percentage increased from lower overall operating costs from lower workloads and project completion efficiencies. Operating income was also impacted by cost increases for operating expenses for labor of $0.8 million, professional services of $1.5 million and general expenses of $1.9 million, offset by lower provision for expected credit losses of $2.7 million. Operating income, as a percentage of revenues, for our E&M segment increased to 7.0% for the six months ended June 30, 2024 compared to 5.9% for the six months ended June 30, 2023.

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Operating income in the T&D segment for the six months ended June 30, 2024, was $34.8 million, an increase of $6.5 million, or 23.0%, from $28.3 million for the six months ended June 30, 2023. The increase is the result of higher gross profit from utility projects due to project mix and project efficiencies as well as higher gross profit for street lighting and traffic signalization projects. T&D gross profit percentage increased from higher revenues as discussed above and project efficiencies. Operating income was impacted from higher labor costs of $0.7 million and professional services of $0.7 million. Operating income, as a percentage of revenues, for our T&D segment increased to 8.8% for the six months ended June 30, 2024 compared to 8.2% for the six months ended June 30, 2023.

The increase in corporate and other costs during the six months ended June 30, 2024 was primarily due to higher labor costs of $1.4 million to support the operational growth of the business, higher professional services of $0.5 million and general expenses of $0.6 million, including office, charitable contribution and insurance expense.

Segment Results of Operations For the Years Ended December 31, 2023, 2022 and 2021

The following table sets forth segment revenues and segment operating income for the periods indicated, as well as the percentage change from the prior period:

Years ended December 31,						2023						2022						2021						2023 vs 2022 % change						2022 vs 2021 % change
						(In millions)
Operating revenues:
Electrical & Mechanical						$	2,134.9					$	1,997.8					$	1,334.5					6.9		%				49.7		%
Transmission & Distribution						734.6						717.4						733.6						2.4		%				(2.2)		%
Eliminations						(15.1)						(16.0)						(16.5)						5.6		%				3.0		%
Consolidated revenues						$	2,854.4					$	2,699.2					$	2,051.6					5.7		%				31.6		%
Operating income:
Electrical & Mechanical						$	134.4					$	105.0					$	87.5					28.0		%				20.0		%
Transmission & Distribution						73.6						72.3						71.5						1.8		%				1.1		%
Corporate and other						(17.5)						(12.7)						(13.3)						(37.8)		%				4.5		%
Consolidated operating income						$	190.5					$	164.6					$	145.7					15.7		%				13.0		%

Year Ended December 31, 2023, Compared to Year Ended December 31, 2022

Operating Revenues

Operating revenues in the E&M segment for the year ended December 31, 2023, were $2,134.9 million, an increase of $137.1 million, or 6.9%, from $1,997.8 million for the year ended December 31, 2022. This increase primarily relates to higher commercial revenues driven largely by a $102.2 million increase in hospitality projects and $49.9 million in data center projects, both due to higher workloads, partially offset by lower general commercial and mechanical workloads of $23.0 million. The industrial market had higher revenues on high tech and government projects of $66.4 million and $15.5 million, respectively, partially offset by lower industrial and low voltage projects of $12.9 million. Institutional market revenues increased $46.8 million, largely the result of higher project workloads in the healthcare market. Offsetting the revenues were lower renewable revenues of $95.7 million due to timing of projects.

Operating revenues in the T&D segment for the year ended December 31, 2023, were $734.6 million, an increase of $17.2 million, or 2.4%, from $717.4 million for the year ended December 31, 2022. Transmission and Distribution revenues increased as a result of higher utility workloads for distribution projects of $71.0 million, transmission projects of $26.0 million, and gas and underground projects of $25.1 million. The utility increases were largely offset by lower workloads on utility electrical projects of $94.6 million and lower substation workloads of $3.1 million. The transportation market was impacted by lower revenues of $15.2 million, primarily from the timing

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of lower workloads on street lighting and government projects, partially offset by the timing of higher traffic signalization projections of $10.3 million.

Operating Income

Operating income in the E&M segment for the year ended December 31, 2023, was $134.4 million, an increase of $29.4 million, or 28.0%, from $105.0 million for the year ended December 31, 2022. The increase was primarily driven by an increase of revenue as discussed above as well as gross profit margin improvement due to project mix and efficiency in labor and materials compared to the prior year. Operating income was also impacted by cost increases for operating expenses for labor, professional services, and office expenses of $5.6 million and allowance for uncollectible accounts of $5.9 million. Operating income, as a percentage of revenues, for our E&M segment increased to 6.3% for the year ended December 31, 2023 compared to 5.3% for the year ended December 31, 2022.

Operating income in the T&D segment for the year ended December 31, 2023, was $73.6 million, an increase of $1.3 million, or 1.8%, from $72.3 million for the year ended December 31, 2022. The increase is the result of higher revenue as described above with project mix contributing to the operating income increase. Operating income was impacted from higher labor costs and professional services of $2.0 million. Operating income, as a percentage of revenues, for our T&D segment remained consistent for the year ended December 31, 2023 compared to the year ended December 31, 2022.

The increase in corporate and other costs during the year ended December 31, 2023 was primarily due to higher labor costs to support the business operations of $3.4 million along with higher office expenses of $1.3 million, primarily due to higher charitable contributions.

Year Ended December 31, 2022, Compared to Year Ended December 31, 2021

Operating Revenues

Operating revenues in the E&M segment for the year ended December 31, 2022, were $1,997.8 million, an increase of $663.3 million, or 49.7%, from $1,334.5 million for the year ended December 31, 2021. The increase was primarily driven from higher commercial and institutional contracting workloads of $621.7 million related to higher revenue from projects in the hospitality, data center, educational, healthcare, government and general commercial sectors of $251.5 million, $121.8 million, $26.0 million, $24.1 million, $15.4 million and $79.9 million, respectively. The increase was also due to higher general commercial and renewable projects as a result of project mix, timing and progression of contracts. These increases were partially offset by lower revenues at industrial services projects of $51.8 million driven by decreased demand for maintenance, high-tech and refinery projects. The increase was also offset by lower service revenues driven by decreased demand for the repair and maintenance of E&M projects.

Operating revenues in the T&D segment for the year ended December 31, 2022, were $717.4 million, a decrease of $16.2 million, or 2.2%, from $733.6 million for the year ended December 31, 2021. The decrease was primarily driven by lower transmission and storm work projects, which decreased by $42.1 million and $23.4 million, respectively, as well as lower transportation projects revenue, primarily from lower customer demand for street lighting projects of $39.8 million. These decreases were partially offset by increased utility revenues for electrical projects of $37.5 million, underground projects of $24.5 million, distribution projects of $12.7 million, telecommunications projects of $7.0 million and substation projects.

Operating Income

Operating income in the E&M segment for the year ended December 31, 2022, was $105.0 million, an increase of $17.5 million, or 20.0%, from $87.5 million for the year ended December 31, 2021. Results reflect higher revenue and operating income improvement from the mix of projects. Operating income also was impacted by higher operating expenses to support the business of $20.7 million and higher provision for expected credit losses of $1.4 million. Operating income, as a percentage of revenues, for the E&M segment decreased to 5.3% for the year ended December 31, 2022, from 6.6% for the year ended December 31, 2021.

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Operating income in the T&D segment for the year ended December 31, 2022, was $72.3 million, an increase of $0.8 million, or 1.1%, from $71.5 million for the year ended December 31, 2021. The increase is the result of changes in revenue as described above, and lower operating costs, based on construction needs. Operating income also increased from lower general expenses of $3.1 million offset by higher provision for expected credit losses of $1.0 million. Operating income, as a percentage of revenues, for our T&D segment increased to 10.1% for the year ended December 31, 2022, from 9.7% for the year ended December 31, 2021.

The decrease in corporate and other costs during the year ended December 31, 2022 was primarily due to lower office expenses of $1.0 million primarily due to charitable contributions, partially offset by higher labor costs to support the business operations of $0.5 million.

Backlog

Backlog consists of the uncompleted portion of services to be performed under job-specific contracts. Contracts are subject to delay, default or cancellation, and contracts in our backlog are subject to changes in the scope of services to be provided, as well as adjustments to the costs. Backlog also may be affected by project delays or cancellations resulting from weather conditions, external market factors and economic factors beyond our control, among other things. Accordingly, there is no assurance that backlog will be realized. As of June 30, 2024, December 31, 2023 and December 31, 2022, we did not experience any material impacts related to customer notices indicating that they no longer wish to proceed with the planned projects that have been included in backlog. The timing of contract awards, duration of large new contracts and the mix of services can significantly affect backlog. Backlog at any given point in time may not accurately represent the revenue or net income that is realized in any period, and backlog as of the end of the fiscal year may not be indicative of the revenue or net income expected to be realized in the following fiscal year and should not be relied upon as a standalone indicator of future revenue or net income. Factors noted in “Risk Factors” included elsewhere in this information statement can cause revenues to be realized in periods and at levels that are different from originally projected.

Subject to the foregoing discussions, the following table summarizes our estimate of backlog as of the dates shown and the backlog that we reasonably estimate will be recognized within the next 12 months following June 30, 2024:

(In millions)						Amount estimated to be recognized within 12 months						Total backlog as of June 30, 2024						Total backlog as of December 31, 2023						Total backlog as of December 31, 2022
Electrical & Mechanical						$	1,670.6					$	2,063.8					$	1,685.6					$	1,861.0
Transmission & Distribution						305.0						339.6						325.3						270.0
Total						$	1,975.6					$	2,403.4					$	2,010.9					$	2,131.0

Changes in backlog from period to period are primarily the result of fluctuations in the timing of revenue recognition of contracts.

The increase in E&M backlog from June 30, 2024, compared to December 31, 2023, primarily reflects additional commercial, institutional, renewables and industrial projects, partially offset by completed or near completion projects during the period.

The increase in T&D backlog from June 30, 2024, compared to December 31, 2023, reflects additional utility and transportation projects, partially offset by completed or near completion projects during the period.

The decrease in E&M backlog from December 31, 2023, compared to December 31, 2022, reflects project completion on certain commercial projects.

The increase in T&D backlog from December 31, 2023, compared to December 31, 2022, reflects additional utility and transportation projects.

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Non-GAAP Financial Measures

In addition to information prepared in accordance with GAAP, we evaluate our operating performance using the non-GAAP financial measures EBITDA and EBITDA Margin, and evaluate our liquidity using the non-GAAP financial measure of Free Cash Flow. These non-GAAP financial measures have limitations as an analytical tool and should not be considered in isolation or as a substitute for an analysis of our results as reported under GAAP. Because of these limitations, EBITDA, EBITDA Margin and Free Cash Flow should not be considered as replacements for net income, net income margin or cash provided by (used in) operating activities, the most comparable GAAP measures, respectively. Our non-GAAP financial measures are not standardized; therefore, it may not be possible to compare them with other companies’ EBITDA, EBITDA Margin and Free Cash Flow having the same or similar names.

EBITDA and EBITDA Margin

We utilize EBITDA and EBITDA Margin to assess our operating performance and to provide a consistent period-to-period comparison. We also utilize EBITDA and EBITDA Margin as a basis for strategic planning and forecasting as we believe that it closely correlates to long-term enterprise value. We believe that measuring performance on an EBITDA basis is useful to investors because it enables a more consistent evaluation of our operational performance period to period. We believe these non-GAAP financial measures, in addition to the corresponding GAAP measures of net income and net income margin, provide investors meaningful information about operational efficiency by excluding the impacts of differences in tax jurisdictions and structures, debt levels and capital investment. Rating agencies and investors also may use EBITDA to calculate our leverage as a multiple of EBITDA. We use these non-GAAP financial measures in conjunction with GAAP results when evaluating our operating results, calculating compensation packages and determining leverage as a multiple of EBITDA to establish the appropriate funding of our operations.

EBITDA is calculated by adding back interest expense, income taxes and depreciation and amortization to net income. EBITDA Margin is calculated by dividing EBITDA by operating revenues. EBITDA and EBITDA Margin are considered non-GAAP financial measures and are comparable to the corresponding GAAP measures of net income and net income margin, respectively.

The following tables reconcile net income to EBITDA and provide the calculation of EBITDA Margin.

			Three months ended June 30,												Six months ended June 30,
			2024						2023						2024						2023
			(In millions)
Net income			$	39.0					$	38.6					$	67.2					$	64.7
Interest			3.3						5.2						6.0						8.9
Income taxes			13.6						13.2						23.6						21.4
Depreciation and amortization			6.2						5.9						12.1						11.3
EBITDA			$	62.1					$	62.9					$	108.9					$	106.3
Operating revenues			$	703.3					$	747.0					$	1,329.1					$	1,501.3
Net income margin			5.5		%				5.2		%				5.1		%				4.3		%
EBITDA Margin			8.8		%				8.4		%				8.2		%				7.1		%

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Years ended December 31,						2023						2022						2021
						(In millions)
Net income						$	137.2					$	124.8					$	109.4
Interest						17.0						6.3						3.5
Income taxes						45.3						40.8						35.4
Depreciation and amortization						23.1						21.5						20.3
EBITDA						$	222.6					$	193.4					$	168.6
Operating revenues						$	2,854.4					$	2,699.2					$	2,051.6
Net income margin						4.8		%				4.6		%				5.3		%
EBITDA Margin						7.8		%				7.2		%				8.2		%

Free Cash Flow

We utilize Free Cash Flow as a measure of liquidity that indicates how much cash the company can produce after taking cash outflows from operations and assets into consideration. We believe that this non-GAAP financial measure is useful to investors because it provides a measure of the company’s financial health and our ability to generate cash. We believe this non-GAAP financial measure, in addition to the corresponding GAAP measure of cash provided by (used in) operating activities, provides investors meaningful information about our potential ability to support additional debt obligations, pay future dividends and fund growth. Free Cash Flow does not represent our residual cash flow available for discretionary purposes.

Free Cash Flow is defined as net cash provided by (used in) operating activities less net capital expenditures.

The following tables reconcile cash provided by (used in) operating activities to Free Cash Flow.

			Six months ended June 30,
			2024						2023
			(In millions)
Net cash used in investing activities			$	(11.5)					$	(11.8)
Net cash provided by financing activities			$	6.5					$	28.8
Net cash provided by (used in) operating activities			$	3.7					$	(18.5)
Purchases of property, plant and equipment			(16.5)						(20.3)
Cash proceeds from sale of property, plant and equipment			5.4						9.0
Free Cash Flow			$	(7.4)					$	(29.8)

Years ended December 31,						2023						2022						2021
						(In millions)
Net cash (used in) provided by investing activities						$	(20.0)					$	(24.6)					$	0.9
Net cash (used in) provided by financing activities						$	(151.9)					$	51.5					$	(87.8)
Net cash provided by (used in) operating activities						$	171.4					$	(25.5)					$	85.5
Purchases of property, plant and equipment						(35.6)						(35.8)						(29.8)
Cash proceeds from sale of property, plant and equipment						16.2						11.3						14.5
Free Cash Flow						$	152.0					$	(50.0)					$	70.2

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Liquidity and Capital Resources

As of June 30, 2024, December 31, 2023 and December 31, 2022 we had cash and cash equivalents of $0.3 million, $1.6 million and $2.1 million, respectively. Historically, we have participated in Centennial’s centralized cash management program, including its overall financing arrangements. Subsequent to the completion of the separation, our cash management, capital structure and liquidity sources will change significantly. Following the separation, we will implement our own centralized cash management model and use cash on hand and third-party credit facilities to fund day-to-day operations.

Our ability to fund our cash needs will depend on the ongoing ability to generate cash from operations and obtain debt financing with competitive rates. We will rely on access to capital markets as sources of liquidity for capital requirements not satisfied by cash flows from operations.

Our principal uses of cash in the future will be to fund our operations, working capital needs, capital expenditures, repayment of borrowings and strategic business development transactions.

In connection with the separation, we expect to enter into a five-year credit agreement, whereby we will have the capacity to incur indebtedness of up to $525 million, consisting of $300 million in aggregate principal amount of term loans and a $225 million revolving credit facility. The debt is expected to mature in five years with an estimated interest rate of approximately 7.60%. Total deferred debt issuance costs associated with such indebtedness are estimated to be $4,200 thousand, which will be amortized to Interest expense over the terms of the loans and are reflected as a reduction to Long-term debt. Everus expects to utilize $40 million of the revolving credit facility as of the separation date, based on projected working capital needs. Total deferred debt issuance costs associated with the credit facility are estimated to be $3,150 thousand, which will be recorded to Other noncurrent assets, and will be amortized to Interest expense over the term of the credit facility. Everus also expects to incur annual undrawn fees of approximately $648 thousand based on the estimated undrawn balance of the credit facility and will record the costs in Interest expense.

We expect to use a portion of the net proceeds of such indebtedness, including the term loans and drawn credit facility amount, to repay our outstanding indebtedness with MDU Resources, which consists of $200,456 thousand in Related-party notes payable, as well as $1,154 thousand of accrued interest in Due to related-party on the historical unaudited condensed consolidated balance sheet as of June 30, 2024. In addition, expected proceeds of $88,390 thousand remaining after the repayment of intercompany indebtedness would be distributed to MDU Resources and reflected in Retained earnings, with $42,650 thousand being retained by us and reflected in Cash and cash equivalents.

We believe that third-party financing arrangements, future cash from operations and access to capital markets will provide adequate resources to fund future cash flow needs and, therefore, subsequent to the separation, we would no longer rely on funding from Centennial.

GAAP requires that management evaluate our ability to meet our obligations as they become due within one year after the date that the consolidated financial statements are issued. As a result of this, as further discussed in Note 16 – Related-Party Transactions of the audited consolidated financial statements and Note 14 – Related-Party Transactions of the unaudited condensed consolidated financial statements, MDU Resources has committed to continue funding us through the central cash management and financing program to allow us to meet our obligations as they become due for at least one year and a day following the date that the consolidated financial statements are issued to meet this requirement.

Working Capital

Our working capital requirements may increase when we commence multiple projects or particularly large projects because labor, subcontractor, inventory and certain other costs typically become payable before the receivables resulting from work performed are collected and when we incur costs for work that is the subject of unpaid retainage, change orders and claims. The typical payment billing terms are due within 30 days but may differ depending on contract terms. Retention on receivables can impact the cash collection cycle beyond expenses incurred. The timing of billings and project closeouts can contribute to changes in unbilled revenue. As of June 30,

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2024, we expect that substantially all our unbilled receivables will be billed to customers in the normal course of business within the next 12 months.

Capital Expenditures

Our cash capital expenditures for the six months ended June 30, 2024, were $16.5 million, or $11.1 million net of proceeds from asset disposals, compared to $20.3 million, or $11.3 million net of proceeds from asset disposals, for the six months ended June 30, 2023. The six months ended 2024 and 2023 capital expenditures were funded by internal sources, and related-party borrowings from MDU Resources and Centennial. Capital expenditures for the six months ended June 30, 2024, were primarily used for vehicle and equipment additions to support the growth of the company.

Our cash capital expenditures for the year ended December 31, 2023, were $35.6 million, or $19.4 million net of proceeds from asset disposals, compared to $35.8 million, or $24.5 million net of proceeds from asset disposals, for the year ended December 31, 2022. The 2023 and 2022 capital expenditures were funded by internal sources, and related-party borrowings from MDU Resources and Centennial. Capital expenditures for the year ended December 31, 2023, were primarily used for vehicle and equipment additions to support the growth of the company.

We expect capital expenditures and commitments for equipment purchase, lease and rental arrangements to be necessary for the foreseeable future in order to meet anticipated demand for our services. We expect capital expenditures for the year ended December 31, 2024, to be approximately $52.0 million. Actual capital expenditures may increase or decrease depending upon business activity levels, as well as ongoing assessments of equipment leasing versus purchasing decisions based on short- and long-term equipment requirements. We continuously monitor our capital expenditures for project delays and changes in economic viability and adjust as necessary. We anticipate that the combination of cash on hand, cash flows from operations, credit facilities and issuances of debt and equity securities, if necessary, will provide sufficient funding to enable us to meet the need of future capital expenditures.

We also continue to evaluate the potential for future acquisitions and other growth opportunities that would be incremental to our capital program; however, they are dependent on the availability of opportunities and, as a result, capital expenditures may vary significantly from the estimates provided.

Cash Flows

The following table summarizes our net cash used in and provided by operating, investing and financing activities for the six months ended June 30, 2024 and 2023:

Six months ended June 30,						2024						2023
						(In millions)
Net cash provided by (used in):
Operating activities						$	3.7					$	(18.5)
Investing activities						(11.5)						(11.8)
Financing activities						6.5						28.8
Decrease in cash and cash equivalents						(1.3)						(1.5)
Cash and cash equivalents - beginning of period						1.6						2.1
Cash and cash equivalents - end of period						$	0.3					$	0.6

Operating Activities

Cash provided by operating activities totaled $3.7 million in the six months ended June 30, 2024, compared to cash used in operating activities of $18.5 million in the six months ended June 30, 2023, for an increase of $22.2 million. The change in cash provided by operating activities was the result of increased earnings and changes in working capital components which resulted in a use of $65.7 million in the six months ended June 30, 2024, compared to a use of $95.5 million in the six months ended June 30, 2023. This change was driven largely by timing of job activity and billing fluctuations with a $20.7 million cash improvement in costs in excess of earnings and

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billings and a $41.5 million increase in accounts payable, partially offset by an increase in accounts receivable of $37.4 million due to a decline in collections and timing of billing.

Investing Activities

Cash used in investing activities totaled $11.5 million in the six months ended June 30, 2024, compared to cash used in investing activities of $11.8 million in the six months ended June 30, 2023. The decrease in cash used was primarily due to lower capital expenditures largely offset by lower proceeds from the sale of property.

Financing Activities

Cash provided by financing activities totaled $6.5 million in the six months ended June 30, 2024, compared to cash provided by financing activities of $28.8 million in the six months ended June 30, 2023. The decrease in cash provided by financing activities was the result of cash inflows from the related-party cash management program decreasing by $93.4 million during the six months ended June 30, 2024 and higher cash outflows for transfers to Parent of $1.2 million. Additionally, in the six months ended June 30, 2023 there were repayments of long- and short-term debt of $72.0 million, of which there were none in the six months ended June 30, 2024.

The following table summarizes our net cash used in and provided by operating, investing and financing activities for the periods indicated:

Years ended December 31,						2023						2022						2021
						(In millions)
Net cash provided by (used in):
Operating activities						$	171.4					$	(25.5)					$	85.5
Investing activities						(20.0)						(24.6)						0.9
Financing activities						(151.9)						51.5						(87.8)
(Decrease) increase in cash and cash equivalents						(0.5)						1.4						(1.4)
Cash and cash equivalents - beginning of year						2.1						0.7						2.1
Cash and cash equivalents - end of year						$	1.6					$	2.1					$	0.7

Operating Activities

Cash provided by operating activities totaled $171.4 million in 2023, compared to cash used in operating activities of $25.5 million in 2022 for an increase of $196.9 million. The change in cash provided by operating activities was the result of increased earnings and changes in working capital components which totaled $21.1 million in 2023, compared to a use of $160.2 million in 2022. This change was driven largely by timing of job activity and billing fluctuation with an improvement of $225.1 million in accounts receivable collections and a $45.8 million increase related to collections of costs in excess of earnings and billings, partially offset by an $88.3 million decrease in changes of accounts payable.

Cash used in operating activities totaled $25.5 million in 2022, compared to cash provided by operating activities of $85.5 million in 2021 for a decrease of $111.0 million. The change in cash used in operating activities was the result of increased earnings and changes in working capital components which totaled a use of $160.2 million in 2022, compared to a use of $21.2 million in 2021. This change was driven largely by timing of job activity and billing fluctuation from the result of fluctuations in job activity resulting in increased receivables of $196.0 million in the period and a $30.1 million decrease related to collections of costs in excess of earnings and billings compared to 2021, offset in part by increased accounts payable of $87.0 million and other accrued liabilities of $23.8 million. In addition, other noncurrent changes increased $13.8 million in 2022 compared to 2021 primarily due to changes in noncurrent liabilities.

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Investing Activities

Cash used in investing activities totaled $20.0 million in 2023, compared to cash used in investing activities of $24.6 million in 2022. The decrease in cash used was primarily due to higher proceeds from the sale of property of $4.9 million.

Cash used in investing activities totaled $24.6 million in 2022, compared to cash provided by investing activities of $0.9 million in 2021. The increase in cash used in investing activities was largely the result of higher capital expenditures for the addition of land and building of $8.6 million in 2022, along with contributions from the related-party cash management program of $16.3 million in 2021.

Financing Activities

Cash used in financing activities totaled $151.9 million in 2023, compared to cash provided by financing activities of $51.5 million in 2022. The increase in cash used in financing activities was largely the result of repayments of long- and short-term debt, including related-party notes payable and pursuant to the related-party cash management program, in 2023 versus the cash inflow from the related-party cash management program and issuance of related-party notes payable in 2022. These decreases were partially offset by a decrease in cash outflows for transfers to Parent of $37.2 million.

Cash provided by financing activities totaled $51.5 million in 2022, compared to cash used in financing activities of $87.8 million in 2021 for an increase of $139.3 million. This increase was largely the result of the higher borrowings from the related-party cash management program and issuance of related-party notes payable in 2022.

Material Cash Requirements

In the normal course of business, we enter into contracts and commitments that oblige us to make payments in the future. Information regarding our obligations under related-party debt and lease arrangements are provided in Note 16 – Related-Party Transactions and Note 8 – Leases, respectively, in the audited consolidated financial statements, and Note 14 – Related-Party Transactions and Note 7 – Leases, respectively, in the unaudited condensed consolidated financial statements contained elsewhere in this information statement.

While litigation is subject to many uncertainties and the outcome of litigation is not predictable with assurance, we do not believe that any such matters will have a material adverse effect on our financial position, results of operations, or liquidity. Refer to Note 15 – Commitments and Contingencies in the audited consolidated financial statements and Note 13 – Commitments and Contingencies in the unaudited condensed consolidated financial statements contained elsewhere in this information statement.

In addition, we participate in certain multiemployer pension and other post-retirement plans sponsored by MDU Resources. We cannot reasonably estimate future payments for our obligation to these plans, which are dependent on a number of factors. Refer to Note 14 – Employee Benefit Plans in the audited consolidated financial statements and Note 12 – Employee Benefit Plans in the unaudited condensed consolidated financial statements contained elsewhere in this information statement.

Off-Balance Sheet Arrangements

As is common in our industry, we have entered into certain off-balance sheet arrangements in the ordinary course of business that result in risks not directly reflected on our balance sheet. Our significant off-balance sheet transactions include surety guarantees, letters of credit obligations, performance guarantees and firm purchase commitments for maintenance items, materials and lease obligations.

Some of our customers require us to post performance bonds issued by a surety. Those bonds guarantee the customer that we will perform under the terms of a contract. In the event that we fail to perform under a contract, the customer may demand the surety to pay or perform under our bond. Surety bonds expire at various times ranging from final completion of a project to a period extending beyond contract completion in certain circumstances. Such amounts also can fluctuate from period to period based upon the mix and level of our bonded operating activity. Our

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relationship with our sureties is such that we will indemnify the sureties for any expenses they incur in connection with any of the bonds they issue on our behalf. As of June 30, 2024 and December 31, 2023, we had approximately $1.08 billion and $1.56 billion in original face amount surety bonds outstanding for projects, respectively. As of June 30, 2024 and December 31, 2023, $882.7 million and $1.33 billion of bonding was posted for E&M, respectively, and $200.2 million and $224.0 million of bonding was posted for T&D, respectively. These amounts were not reflected on the balance sheets as of June 30, 2024 and December 31, 2023. As of June 30, 2024 and December 31, 2023, the maximum potential amount of payments the Company would be required to make under the outstanding surety bonds was $501.2 million and $299.9 million, respectively. To date, we are not aware of any losses in connection with surety bonds that have been posted on our behalf, and we do not expect to incur significant losses in the foreseeable future. If we experience changes in our bonding relationships or if there are adverse changes in the surety industry, there would be no assurance that we would be able to effectuate alternatives to providing surety bonds to our customers or to obtain, on favorable terms, sufficient additional work that does not require surety bonds. Accordingly, a reduction in the availability of surety bonds could have a material adverse effect on our financial position, results of operations and cash flows.

Some of our customers and vendors may require us to post letters of credit as a means of guaranteeing performance under our contracts and ensuring payment by us to subcontractors and vendors. If our customer has reasonable cause to effect payment under a letter of credit, we would be required to reimburse our creditor for the letter of credit and we may be required to record a charge to earnings for the reimbursement. As of both June 30, 2024 and December 31, 2023, the fixed maximum amounts guaranteed under these letters of credit aggregated $0.2 million, all of which expire within the next 12 months. We do not believe that it is likely that any material claims will be made under a letter of credit.

We, at times, guarantee obligations of our subsidiaries under certain contracts. Generally, we are liable under such an arrangement only if our subsidiary fails to perform its obligations under the contract. As of June 30, 2024 and December 31, 2023, the fixed maximum amounts guaranteed under these agreements aggregated $320.0 million and $341.4 million, respectively. Historically, we have not incurred any substantial liabilities as a consequence of these guarantees.

In addition, we have issued guarantees to third parties related to the routine purchase of maintenance items, materials and lease obligations for which no fixed maximum amounts have been specified and these guarantees have no scheduled maturity date. In the event we default under these obligations, we would be required to make payments under the guarantees.

We do not have any other material financial guarantees or off-balance sheet arrangements other than those disclosed herein. For more information on the circumstances regarding our off-balance sheet arrangements, refer to Note 15 – Commitments and Contingencies in the audited consolidated financial statements and Note 13 – Commitments and Contingencies in the unaudited condensed consolidated financial statements contained elsewhere in this information statement.

Recently Issued Accounting Pronouncements

For a discussion of recently issued accounting standards, see Note 3 – Summary of Significant Accounting Policies in both the audited consolidated financial statements and unaudited condensed consolidated financial statements contained elsewhere in this Information Statement.

Critical Accounting Estimates

We have prepared our audited consolidated financial statements and unaudited condensed consolidated financial statements in conformity with GAAP. The preparation of our audited consolidated financial statements and unaudited condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Management reviews these estimates and assumptions based on historical experience, changes in business conditions and other relevant factors believed to be reasonable under the circumstances.

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Critical accounting estimates are defined as estimates that require management to make assumptions about matters that are uncertain at the time the estimate was made, and changes in the estimates could have a material impact on our financial position or results of operations. Our critical accounting estimates are subject to judgments and uncertainties that affect the application of our significant accounting policies. As additional information becomes available, or actual amounts are determinable, the recorded estimates are revised. Consequently, our financial position or results of operations may be materially different when reported under varying conditions or when using different assumptions in the application of the following critical accounting estimates. For more information, refer to Note 3 – Summary of Significant Accounting Policies in both the audited consolidated financial statements and unaudited condensed consolidated financial statements contained elsewhere in this Information Statement.

Revenue Recognition

Revenue is recognized to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The recognition of revenue requires us to make estimates and assumptions that affect the reported amounts of revenue. The accuracy of revenues reported on the audited consolidated financial statements and unaudited condensed consolidated financial statements depends on, among other things, our estimates of total costs to complete projects because we use the cost-to-cost measure of progress on construction contracts for revenue recognition.

To determine the proper revenue recognition method for contracts, we evaluate whether two or more contracts should be combined and accounted for as one single contract and whether the combined or single contract should be accounted for as more than one performance obligation. This evaluation requires significant judgment and the decision to combine a group of contracts or separate the combined or single contract into multiple performance obligations could change the amount of revenue and profit recorded in a given period. For most contracts, the customer contracts to provide a significant service of integrating a complex set of tasks and components into a single project. Hence, our contracts are generally accounted for as one performance obligation.

We recognize construction contract revenue over time using an input method based on the cost-to-cost measure of progress for contracts because it best depicts the transfer of assets to the customer which occurs as we incur costs on the contract. Under the cost-to-cost measure of progress, the costs incurred are compared with total estimated costs of a performance obligation. Revenues are recorded proportionately to the costs incurred. This method depends largely on the ability to make reasonably dependable estimates related to the extent of progress toward completion of the contract, contract revenues and contract costs. Since contract prices are generally set before the work is performed, the estimates pertaining to every project could contain significant unknown risks such as volatile labor, material and fuel costs, weather delays, adverse project site conditions, unforeseen actions by regulatory agencies, performance by subcontractors, job management and relations with project owners. Changes in estimates could have a material effect on our results of operations, financial position and cash flows.

For the three and six months ended June 30, 2024, we recognized a net increase in revenues of approximately $35.2 million and $57.6 million, respectively, from performance obligations satisfied in prior periods. For the three and six months ended June 30, 2024, our total construction contract revenue was $703.3 million and $1.3 billion, respectively. For the three and six months ended June 30, 2023, we recognized a net increase in revenues of approximately $23.1 million and $31.6 million, respectively, from performance obligations satisfied in prior periods. For the three and six months ended June 30, 2023, our total construction contract revenue was $747.0 million and $1.5 billion, respectively.

We recognized a net increase in revenues of approximately $45.7 million, $46.9 million and $40.6 million for the years ended December 31, 2023, 2022 and 2021, respectively, from performance obligations satisfied in prior periods. For the years ended December 31, 2023, 2022 and 2021, our total construction contract revenue was $2.8 billion, $2.6 billion and $2.1 billion, respectively.

Several factors are evaluated in determining the bid price for contract work. These include, but are not limited to, the complexities of the job, past history performing similar types of work, seasonal weather patterns, competition and market conditions, job site conditions, workforce safety, reputation of the project owner, availability of labor,

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materials and fuel, project location and project completion dates. As a project commences, estimates are continually monitored and revised as information becomes available and actual costs and conditions surrounding the job become known. If a loss is anticipated on a contract, the loss is immediately recognized.

Contracts are often modified to account for changes in contract specifications and requirements. We consider contract modifications to exist when the modification either creates new or changes the existing enforceable rights and obligations. Generally, contract modifications are for goods or services that are not distinct from the existing contract due to the significant integration of services provided in the context of the contract and are accounted for as if they were part of that existing contract. The effect of a contract modification on the transaction price and the measure of progress for the performance obligation to which it relates, is recognized as an adjustment to revenue on a cumulative catch-up basis.

Our construction contracts generally contain variable consideration including liquidated damages, performance bonuses or incentives, claims, unpriced change orders and penalties or index pricing. The variable amounts usually arise upon achievement of certain performance metrics or change in project scope. We estimate the amount of revenue to be recognized on variable consideration using one of the two prescribed estimation methods, the expected value method or the most likely amount method, depending on which method best predicts the most likely amount of consideration we expect to be entitled to or expect to incur. Assumptions as to the occurrence of future events and the likelihood and amount of variable consideration are made during the contract performance period. Estimates of variable consideration and assessment of anticipated performance and all information (historical, current and forecasted) that is reasonably available to management. We only include variable consideration in the estimated transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur or when the uncertainty associated with the variable consideration is resolved. Changes in circumstances could impact our estimates made in determining the value of variable consideration recorded. When determining if the variable consideration is constrained, we consider if factors exist that could increase the likelihood of the magnitude of a potential reversal of revenue. We update our estimate of the transaction price each reporting period and the effect of variable consideration on the transaction price is recognized as an adjustment to revenue on a cumulative catch-up basis.

Changes in cost estimates on certain contracts may result in the issuance of change orders, which can be approved or unapproved by the customer, or the assertion of contract claims. A contract claim is an amount in excess of agreed upon contract prices that we seek to collect from our customers or others for customer-caused delays, errors in specifications and designs, contract terminations, change orders that are either in dispute or are unapproved as to both scope and price, or other causes of unanticipated additional contract costs. Claims and change orders are evaluated individually and measured based on our historical experience with individual customers and similar contracts. We recognize the associated revenue if it is probable that the contract price will be adjusted and the amount of any such adjustment can be reasonably estimated based upon our evaluation of the contract terms and the extent to which we performed in accordance therewith. Change orders and claims are negotiated in the normal course of business and represent management’s estimates of additional contract revenues that have been earned and are probable of collection. To support these requirements, the existence of the following items must be satisfied: (i) the contract or other evidence provides a legal basis for the claim or a legal opinion has been obtained, stating that, under the circumstances, there is a reasonable basis to support the claim; (ii) additional costs are caused by circumstances that were unforeseen at the contract date and are not the result of deficiencies in our performance; (iii) costs associated with the claim are identifiable or otherwise determinable and are reasonable in view of the work performed; and (iv) the evidence supporting the claim is objective and verifiable, not based on management’s subjective evaluation of the situation or on unsupported representations. Revenues in excess of contract costs incurred on claims are recognized when an agreement is reached with the customer as to the value of the claim, which, in some instances, may not occur until after completion of work under the contract. As of June 30, 2024, December 31, 2023 and December 31, 2022, we had change orders that were not approved by the customer of approximately $523.3 million, $187.4 million and $204.8 million, respectively, and claim positions of $42.7 million, $42.7 million and $26.2 million, respectively, which have been excluded from the contract transaction price. We continue to evaluate these claims and collections are not guaranteed.

We received notification from a customer on a large project with a contract that was billed on a time and materials basis with no stated maximum price, that the customer is withholding payment of approximately $31.2

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million on remaining outstanding billings, including retention. We believe we have substantial defenses against these claims based upon the terms of the contract and our belief that we have performed under the terms of the contract. We believe collection of the remaining outstanding billings, including retention, is probable and, as a result, we have recognized the revenue from this project in our results. However, there is uncertainty surrounding this matter, including the potential long-term nature of dispute resolution, our filing a lien on the property and the broad range of possible consideration amounts as a result of negotiations and potential litigation to resolve the dispute.

We believe our estimates surrounding the cost-to-cost method are reasonable based on the information that is known when the estimates are made. We have contract administration, accounting and management control systems in place that allow our estimates to be updated and monitored on a regular basis. Because of the many factors that are evaluated in determining bid prices, it is inherent that our estimates have changed in the past and will continually change in the future as new information becomes available for each job.

Goodwill

We perform our goodwill impairment testing annually in the fourth quarter. In addition, the test is performed on an interim basis whenever events or circumstances indicate that the carrying amount of goodwill may not be recoverable. Examples of such events or circumstances may include a significant adverse change in business climate, weakness in an industry in which our reporting units operate or recent significant cash or operating losses with expectations that those losses will continue.

We have determined that the reporting units for our goodwill impairment test are our operating segments, or components of an operating segment, that constitute a business for which discrete financial information is available and for which segment management regularly reviews the operating results. Goodwill impairment, if any, is measured by comparing the fair value of each reporting unit to its carrying value. If the fair value of a reporting unit exceeds its carrying value, the goodwill of the reporting unit is not impaired. If the carrying value of a reporting unit exceeds its fair value, we must record an impairment loss for the amount that the carrying value of the reporting unit, including goodwill, exceeds the fair value of the reporting unit. For the three and six months ended June 30, 2024 and the years ended December 31, 2023, 2022 and 2021, there were no impairment losses recorded. At October 31, 2023, the fair value substantially exceeded the carrying value for all reporting units.

Determining the fair value of a reporting unit requires judgment and the use of significant estimates which include assumptions about our future revenue, profitability and cash flows, long-term growth rates, amount and timing of estimated capital expenditures, inflation rates, risk adjusted cost of capital, operational plans, and current and future economic conditions, among others. The fair value of each reporting unit is determined using a weighted combination of income and market approaches. We believe that the estimates and assumptions used in our impairment assessments are reasonable and based on available market information.

We use a discounted cash flow methodology for our income approach. Under the income approach, the discounted cash flow model determines fair value based on the present value of projected cash flows over a specified period and a residual value related to future cash flows beyond the projection period. Both values are discounted using a rate which reflects the best estimate of the risk adjusted cost of capital at each reporting unit. The risk adjusted cost of capital was 9.3 percent, 9.2 percent and 8.5 percent for the impairment tests performed in each of the years ended December 31, 2023, 2022 and 2021, respectively.

Under the market approach, we estimate fair value using various multiples derived from enterprise value to EBITDA for comparative peer companies. These multiples are applied to operating data for each reporting unit to arrive at an indication of fair value. We add a reasonable control premium when calculating the fair value utilizing peer multiples, which is estimated as the premium that would be received in a sale in an orderly transaction between market participants. We used a 20 percent control premium for the impairment tests performed in each of the years ended December 31, 2023 and 2022, and a 15 percent control premium for the impairment test performed in the year ended December 31, 2021.

We use significant judgment in estimating our five-year forecast. The assumptions underlying cash flow projections are in sync as applicable with our strategy and assumptions. Future projections are heavily correlated

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with the current year results of operations. Future results of operations may vary due to economic and financial impacts. The long-term growth rates are developed by management based on industry data, management’s knowledge of the industry and management’s strategic plans. The long-term growth rate was 3.0 percent in 2023, 2022 and 2021.

Income Tax

We recognize deferred federal and state income taxes on all temporary differences between the book and tax basis of our assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. Such assets and liabilities arise because of temporary differences between the financial reporting and tax bases of assets and liabilities, as well as from net operating loss. We evaluate the recoverability of these future tax deductions by assessing the adequacy of future expected taxable income from all sources, including reversal of taxable temporary differences, forecasted operating earnings, and available tax planning strategies. These sources of income rely heavily on estimates; we use our historical experience as well as our short- and long-range business forecasts to provide insight. Valuation allowances are recorded to reduce the deferred tax assets to an amount that will more likely than not be realized. In making such determinations, we consider all available evidence, including recent financial operations, projected future taxable income, scheduled reversals of deferred tax liabilities, tax planning strategies, and the length of tax asset carryforward periods. The realization of deferred tax assets is primarily dependent on our ability to generate sufficient future taxable earnings in certain jurisdictions.

If circumstances related to our deferred tax assets change in the future, we may be required to increase or decrease the valuation allowance on these assets, resulting in an increase or decrease in income tax expense and a reduction or increase in net income.

Our income tax provisions are based on calculations and assumptions that are subject to examination by U.S. federal and state tax authorities. Our provision for income taxes is subject to volatility and could be favorably or adversely affected by changes in the valuation of deferred tax assets and liabilities, expiration of or lapses in tax-related legislation and incentives, tax effects of nondeductible compensation, changes in accounting principles or by changes in tax laws and regulations.

We record uncertain tax positions in accordance with accounting guidance on accounting for income taxes on the basis of a two-step process in which (i) we determine whether it is more-likely-than-not that the tax position will be sustained on the basis of the technical merits of the position and (ii) for those tax positions that meet the more-likely-than-not recognition threshold, we recognize the largest amount of the tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. Our policy is to adjust these reserves when facts and circumstances change, such as the settlement or effective settlement of positions with the relevant taxing authorities. We have provided for the amounts we believe will ultimately result from these changes; however, due to the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from our current estimate of the tax liabilities. Such differences will be reflected as increases or decreases to income tax expense in the period in which they are determined.

Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risks in the ordinary course of our business, including the effects of interest rate changes, inflation and labor risk. Information relating to quantitative and qualitative disclosures about these market risks is set forth below.

Interest Rate Risk

The primary objective of our investment activities is to maintain cash reserves to meet the captive insurance obligations, employee benefit obligations of our operations and our contractual obligations. In future periods, we will continue to evaluate our investments in order to ensure that we continue to meet our overall objectives.

Through MDU Resources, Centennial operates under a centralized cash management program and is the legal obligor of our debt and borrowings. The debt and interest allocation directly attributable to Everus is reflected in the

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audited consolidated balance sheets and statements of income and in the unaudited condensed consolidated balance sheets and statements of income.

In connection with the separation, we expect to incur indebtedness, at which time our exposure to interest rate risk is expected to increase. The level of our interest rate risk will depend on our debt exposure and credit ratings and will be sensitive to changes in the general level of interest rates. We will undertake to update the disclosure in this section in a subsequent amendment once the terms of such indebtedness are reasonably known.

Inflation Risk

Inflation rates continue to have an effect on worldwide economies. Inflation generally affects us by increasing our cost of labor and also may increase transportation and construction costs due, for example, to higher fuel or material and supply prices. We do not believe that inflation has had a material effect on our business, financial condition, or results of operations for the periods included in our audited consolidated financial statements and unaudited condensed consolidated financial statements. We continue to monitor the impact of inflation in order to minimize its effects through our pricing strategies, productivity improvements and cost reductions. If our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could harm our business, financial condition and results of operations.

Labor Risk

Increases in minimum wage, health care and other benefit costs may have a material adverse effect on our labor costs. The market for labor in the United States is competitive and has resulted in pressure on wages and may continue to do so in the future. Increases in minimum wage and market pressure also may result in increases in the wage rates paid for non-minimum wage positions.

A significant portion of our employees are unionized and our business and results could be adversely affected if future labor negotiations or contracts were to increase our costs or further restrict our ability to maximize the efficiency of our operations, or if more of our employees were to be unionized. In addition, if we are unable to negotiate labor contracts on reasonable terms or if we experience significant labor unrest or other business interruptions in connection with labor negotiations or otherwise, our ability to produce and deliver our services could be impaired.

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MANAGEMENT

Executive Officers Following the Distribution

The following table sets forth the individuals who are expected to serve as Everus executive officers following the completion of the distribution. Some of Everus’ executive officers are currently employees of MDU Resources, but will cease to hold such positions upon the consummation of the separation. One of Everus’ executive officers (Jeffrey S. Thiede) will also hold a position as a member of Everus’ board of directors. See “Directors.”

Name

Age

Position

Jeffrey S. Thiede

62

President and Chief Executive Officer

Thomas D. Nosbusch

51

Executive Vice President and Chief Operating Officer

Maximillian J Marcy

44

Vice President, Chief Financial Officer and Treasurer

Paul R. Sanderson

50

Vice President, Chief Legal Officer and Corporate Secretary

Jon B. Hunke

50

Vice President and Chief Accounting Officer

Set forth below is biographical and background information relating to each executive officer’s business experience and qualifications.

Jeffrey S. Thiede

Mr. Thiede has been named president and chief executive officer of Everus. Mr. Thiede has served as president and chief executive officer of Everus Construction, formerly known as MDU Construction Services Group, Inc., since April 30, 2013, and served as president from 2012 to April 2013. Prior to these promotions, Mr. Thiede held several executive and management positions with Everus Construction, including president of Capital Electric Construction Company, Inc. from 2006 to 2011 and OEG, Inc., formerly known as Oregon Electric Group, Inc., from 2004 to 2011, both subsidiaries of Everus Construction. He has 20 years of experience at Everus Construction and has served on various boards and foundations. Mr. Thiede holds a Bachelor of Science degree in construction from Arizona State University.

Thomas D. Nosbusch

Mr. Nosbusch has been named executive vice president and chief operating officer, effective upon completion of the anticipated separation of Everus from MDU Resources. Mr. Nosbusch has served as executive vice president of Everus Construction since January 2022 and has 25 years of experience with MDU Resources’ companies. He began his career as a customer service engineer for Montana-Dakota Utilities and transitioned to working as a business development manager for both Montana-Dakota Utilities and Everus Construction. Prior to his promotion, Mr. Nosbusch served as vice president-business development and operations support from 2018 to 2022. Mr. Nosbusch served as vice president-business development and support services and numerous other management positions prior to that. Mr. Nosbusch holds a bachelor’s degree in energy management from Minnesota State University Moorhead and an MBA degree from the University of North Dakota.

Maximillian J Marcy

Mr. Marcy has been named vice president, chief financial officer and treasurer, effective upon completion of the anticipated separation of Everus from MDU Resources. Mr. Marcy was named vice president, chief financial officer and treasurer of Everus Construction in August 2024. Mr. Marcy has a strong background in finance, accounting, cash flow management, business support, performance reporting, and financial analysis. Prior to Everus Construction, he was vice president II and business unit chief financial officer of the Engineering Adhesives Segment at H.B. Fuller Company from March 2024 to August 2024. Prior to that, Mr. Marcy served as the vice president, corporate finance – financial planning and analysis from September 2021 to March 2024, senior director corporate treasurer from November 2020 to September 2021, and director, assistant treasurer from June 2018 to November 2020. Mr. Marcy held other management and leadership roles at H.B. Fuller including director, investor relations and international finance; and senior manager, treasury and investor relations. Mr. Marcy started his career at The Valspar Corporation as a senior treasury analyst. Mr. Marcy earned a BA in finance and accounting from

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Augsburg University and an MBA in Corporate Finance from the University of Minnesota – Carlson School of Management.

Paul R. Sanderson

Mr. Sanderson has been named vice president, chief legal officer and corporate secretary of Everus, effective prior to the anticipated separation of Everus from MDU Resources unless otherwise agreed upon with MDU Resources. Mr. Sanderson currently is vice president, chief legal officer and secretary of MDU Resources, a position he has held since 2023. Prior to his role at MDU Resources, Mr. Sanderson was a partner in Evenson Sanderson PC since 2014 and a partner with Zuger Kirmis & Smith in Bismarck, North Dakota. He has a strong background in complex civil litigation, risk management, and regulatory matters. Mr. Sanderson has served as outside counsel for MDU Resources’ companies in regulatory matters since 2011. He holds a bachelor’s degree in business management from the University of North Dakota and his Juris Doctor from the University of North Dakota School of Law.

Jon B. Hunke

Mr. Hunke has been named vice president and chief accounting officer of Everus, effective upon completion of the anticipated separation of Everus from MDU Resources. Mr. Hunke has served as vice president of accounting and enterprise information technology for Everus Construction since January 2018 and has been with the company for 21 years. He has a strong background with accounting consolidation, internal controls oversight and best practices and accounting related to acquisitions and divestitures. Prior to his promotion, Mr. Hunke was treasurer and controller from 2014 to 2018. Mr. Hunke has accounting, business and management degrees from Bismarck State College, North Dakota State University and University of Mary, respectively.

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DIRECTORS

Board of Directors Following the Distribution

The following table sets forth those persons who are expected to serve on Everus’ board of directors following completion of the distribution and until their respective successors are duly elected and qualified. Everus expects that, at the time of the distribution, the chair of the board of directors will be a different person than its Chief Executive Officer and will be an “independent” director.

Name

Age

Principal Occupation and Other Information

Dale S. Rosenthal

68

Ms. Rosenthal is a member of the board of directors at MDU Resources, where she chairs the Environmental and Sustainability Committee and also is a member of the Compensation Committee. As a director nominee for Everus, Ms. Rosenthal is expected to be non-executive chair of the board. She also is expected to serve on the Compensation Committee and the Nominating & Governance Committee. Ms. Rosenthal contributes expertise in construction, alternative energy, real estate and infrastructure development, risk management, and corporate strategy. Ms. Rosenthal has extensive experience with an integrated construction company, serving in senior executive positions as strategic director, division president, and chief financial officer. Ms. Rosenthal served as strategic director of Clark Construction Group, LLC in 2017; division president of Clark Financial Services Group from 2008 to 2016; and chief financial officer and senior vice president of Clark Construction Group, LLC, from April 2000 to April 2008.

Michael S. Della Rocca

69

Mr. Della Rocca is a member of the board of directors at MDU Resources, where he is a member of the Audit Committee and the Environmental and Sustainability Committee. As a director nominee for Everus, Mr. Della Rocca is expected to serve on the Compensation Committee and the Nominating & Governance Committee. Mr. Della Rocca provides expertise in corporate strategy, operational improvement, due diligence, acquisitions, and finance. Mr. Della Rocca has extensive experience in the engineering and construction industry at public and private companies including 35 years as a corporate executive. Mr. Della Rocca served as partner of McKinsey & Co., a multinational strategy and management consulting firm, from 2014 to 2020 and is the former Americas chief executive officer of AECOM, a multinational infrastructure consulting firm, from 2011 to 2014.

Edward A. Ryan

70

Mr. Ryan is a member of the board of directors at MDU Resources, where he chairs the Nominating and Governance Committee and also is a member of the Compensation Committee. As a director nominee for Everus, Mr. Ryan is expected to chair the Nominating and Governance Committee and also serve on the Audit Committee. Mr. Ryan contributes expertise in the areas of corporate governance, acquisitions, risk management, legal, compliance, and labor relations. He also brings senior leadership, transactional, and public company experience. Mr. Ryan has extensive experience with an international hospitality company, serving as executive vice president and general counsel. Mr. Ryan served as executive vice president and general counsel of Marriott International from December 2006 to December 2017; senior vice president and associate general counsel from 1999 to November 2006; and assumed responsibility for all corporate transactions and corporate governance in 2005. Mr. Ryan also served as advisor to the chief executive officer and president of Marriott International from 2017 to 2018.

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Name

Age

Principal Occupation and Other Information

David M. Sparby

70

Mr. Sparby is a member of the board of directors at MDU Resources, where he chairs the Audit Committee and also is a member of the Nominating and Governance Committee. As a director nominee for Everus, Mr. Sparby is expected to chair the Audit Committee and also serve on the Compensation Committee. Mr. Sparby provides a broad understanding of the public utility and natural gas pipeline industries, including renewable energy expertise. He also contributes extensive senior leadership experience with a public company. Mr. Sparby has extensive public utility management and leadership experience with a large public utility company, including positions as senior vice president and as chief financial officer. Mr. Sparby served as senior vice president and group president, revenue, of Xcel Energy, Inc. and president and chief executive officer of its subsidiary, NSP Minnesota, from 2013 until his retirement in 2014; senior vice president and group president, from 2011 to 2013; chief financial officer from 2009 to 2011; and president and chief executive officer of NSP-Minnesota from 2008 to 2009.

Jeffrey S. Thiede

62

Mr. Thiede’s biography is set forth under “Management—Executive Officers Following the Distribution.” Mr. Thiede has developed valuable business, management and leadership experience and will be the President and Chief Executive Officer of Everus. Mr. Thiede will be able to use his experience and knowledge to contribute key insights into strategic, management and operational matters to Everus’ board of directors.

Clark A. Wood

62

As a director nominee for Everus, Mr. Wood is expected to serve on the Audit Committee and the Nominating & Governance Committee. Mr. Wood has extensive experience in the financial sector. He has served as the market president for U.S. Bank in Las Vegas, Nevada since 2014, overseeing both the Las Vegas commercial banking team and the bank’s national gaming practice. Mr. Wood also leads the local advisory board and serves as the head of the cross-functional Las Vegas market leadership committee. Mr. Wood has served on the board of Las Vegas Global Economic Alliance (LVGEA) since 2015 and was named chair in 2023. Prior to joining U.S. Bank in 2014, Mr. Wood served as vice president of finance at Thunder Valley Casino Resort and managing director for Wells Fargo’s gaming business.

Betty R. Wynn

66

As a director nominee for Everus, Ms. Wynn is expected to chair the Compensation Committee and also serve on the Audit Committee. Ms. Wynn contributes experience with accounting and financial management, mergers and acquisitions, strategic planning, investment relations, and cybersecurity. Ms. Wynn has extensive experience in the electrical construction services industry specializing in transmission, distribution, substation, commercial and industrial construction. She served as senior vice president and chief financial officer of MYR Group, Inc. from 2015 to 2023; and chief financial officer and treasurer of Faith Technologies, Inc., an energy expert and national leader in electrical planning, engineering, design and installation in 2015. Ms. Wynn has served as a director of Atkore, Inc. since 2018 and is currently chair of the audit committee and member of the nominating and governance committee.

At any meeting of stockholders for the election of directors at which a quorum is present, the election will be determined by a majority of the votes cast by the stockholders entitled to vote in the election, with directors not receiving a majority of the votes cast required to tender their resignations for consideration by the board of directors, except that in the case of a contested election, the election will be determined by a plurality of the votes cast by the stockholders entitled to vote in the election.

The number of members on the Everus board of directors may be fixed by resolution, adopted from time to time by the board of directors. Any vacancies or newly created directorships may be filled only by the affirmative vote of a majority of directors then in office, even if less than a quorum, or by a sole remaining director. Each director shall hold office until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation or removal.

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Director Independence

Providing objective, independent judgment will be at the core of Everus’ board of directors’ oversight function. A majority of the Everus board of directors will be composed of directors who are “independent” as defined by the rules of the NYSE and the Corporate Governance Guidelines, as described more fully below, to be adopted by the Everus board of directors. Everus will seek to have all of its non-management directors qualify as “independent” under these standards. The Everus board of directors is expected to establish categorical standards to assist it in making its determination of director independence. Everus expects these standards will provide that no director qualifies as “independent” unless the board of directors affirmatively determines that the director has no material relationship with Everus or its subsidiaries (either directly or as a partner, stockholder or officer of an organization that has a relationship with Everus or any of its subsidiaries).

In making this determination, the Everus board of directors will consider all relevant facts and circumstances. The Corporate Governance Guidelines will comprise a list of all categories of material relationships affecting the determination of a director’s independence. Any relationship that falls below a threshold set forth in the Corporate Governance Guidelines, or is not otherwise listed in the Corporate Governance Guidelines, and is not required to be disclosed under Item 404(a) of SEC Regulation S-K, will be deemed to be an immaterial relationship.

The Everus board of directors will assess on a regular basis, and at least annually, the independence of directors and, based on the recommendation of the Nominating and Governance Committee, will make a determination as to which members are independent.

Immediately following the distribution, Everus’ board of directors will have a majority of independent directors and its board committees will comprise only independent directors. Everus’ board of directors is expected to affirmatively determine that each of its six non-executive directors is independent under the NYSE rules and the Corporate Governance Guidelines.

Committees of the Board of Directors

Effective upon the completion of the distribution, the Everus board of directors will have the following standing committees: an Audit Committee, a Compensation Committee and a Nominating and Governance Committee. Everus’ board of directors is expected to adopt written charters for each committee, which will be available on Everus’ website. In addition, each of the standing committees is expected to be composed solely of directors who have been determined by the board to be independent in accordance with SEC regulations, NYSE listing standards and the independence standards under the Corporate Governance Guidelines, which will be available on Everus’ website upon the completion of the distribution.

Audit Committee. Following the completion of the distribution, Everus’ Audit Committee will be responsible, among its other duties and responsibilities, for:

•overseeing Everus’ accounting and financial reporting processes, the audits of Everus financial statements, the qualifications and independence of Everus’ independent registered public accounting firm, the effectiveness of Everus’ internal control over financial reporting and the performance of Everus’ internal audit function and independent registered public accounting firm;

•reviewing and assessing the qualitative aspects of Everus’ financial reporting, its processes to manage business and financial risks, and its compliance with significant applicable legal, ethical and regulatory requirements;

•appointing, compensating, retaining and overseeing Everus’ independent registered public accounting firm;

•reviewing and assessing Everus’ environmental and social sustainability opportunities, strategies, goals, commitments, policies and performance; and

•discuss with management (a) in a general manner Everus’ policies with respect to risk assessment and risk management, (b) Everus’ policies with respect to risk assessment and risk management in the areas of cybersecurity, information technology, financial reporting, internal controls, environmental and social

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sustainability matters and compliance with legal and regulatory requirements and management’s assessment of their adequacy and effectiveness, (c) Everus’ material risk exposures in these areas and the steps taken to manage such exposures, and (d) Everus’ risk tolerance in these areas and its relationship to Everus strategy.

Everus’ Audit Committee is expected to be composed of Edward A. Ryan, David M. Sparby, Clark A. Wood and Betty R. Wynn. David M. Sparby will serve as chair of the Audit Committee. Each member of the Audit Committee is expected to be “financially literate” in accordance with the NYSE rules, and Everus’ board of directors is expected to determine that at least one member of the Audit Committee is an “audit committee financial expert.” In addition, Everus expects that its board of directors will determine that each of the members of the Audit Committee will be “independent,” as defined under the NYSE listing standards and Exchange Act rules and regulations. The charter of Everus’ Audit Committee states that no director may serve on the Audit Committee if such director simultaneously serves on the audit committee of more than three public companies (including Everus), unless the board of directors determines that such simultaneous service would not impair the ability of such director to effectively serve on the Audit Committee.

Compensation Committee. Following the completion of the distribution, Everus’ Compensation Committee will be responsible, among its other duties and responsibilities, for:

•reviewing and approving all forms of compensation to be provided to, and employment agreements with, the executive officers and directors of Everus and its subsidiaries (including the CEO);

•establishing the general compensation policies of Everus and its subsidiaries; and

•reviewing, approving and overseeing the administration of the employee benefits plans of Everus and its subsidiaries.

Everus’ Compensation Committee is expected to be composed of Michael S. Della Rocca, Dale S. Rosenthal, David M. Sparby and Betty R. Wynn. Betty R. Wynn will serve as chair of the Compensation Committee. Everus’ board of directors is expected to determine that each member of the Compensation Committee is “independent” as defined under the NYSE listing standards and Exchange Act rules and regulations. The Compensation Committee has the authority to retain compensation consultants, outside counsel and other advisers after considering the independence factors outlined under the NYSE listing standards, and Everus will provide appropriate funding, as determined by the Compensation Committee, for payment of reasonable compensation to such compensation consultants, outside counsel and other advisers.

Nominating and Governance Committee. Following the completion of the distribution, Everus’ Nominating and Governance Committee will be responsible, among its other duties and responsibilities, for:

•identifying and recommending candidates to the board of directors for election to Everus’ board of directors;

•reviewing the composition of the board of directors and its committees;

•developing and recommending to the board of directors the corporate governance guidelines that are applicable to Everus;

•assisting the board of directors in considering whether a transaction between a member of the board of directors and Everus presents an inappropriate conflict of interest and/or impairs the independence of any member of the board of directors;

•overseeing board of directors evaluations; and

•reviewing management’s development and succession plans.

Everus’ Nominating and Governance Committee is expected to be composed of Michael S. Della Rocca, Dale S. Rosenthal, Edward A. Ryan and Clark A. Wood. Edward A. Ryan will serve as chair of the Nominating and

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Governance Committee. Everus’ board of directors is expected to determine that each member of the Nominating and Governance Committee is “independent” as defined under the NYSE listing standards and Exchange Act rules and regulations.

Compensation Committee Interlocks and Insider Participation

Everus’ Compensation Committee will be established in connection with the proposed distribution. During Everus’ six months ended June 30, 2024 and year ended December 31, 2023, Everus was not an independent company and did not have a compensation committee or any other committee serving a similar function. Decisions as to the compensation of those who will serve as Everus’ executive officers were made by MDU Resources, as described in “Compensation Discussion and Analysis.” During Everus’ six months ended June 30, 2024 and year ended December 31, 2023, no member of the Compensation Committee was at any time an officer or employee of MDU Resources or any of Everus’ subsidiaries nor was any such person a former officer of MDU Resources or any one of Everus’ subsidiaries. During those same time periods, there were no related party or conflicts of interest transactions between Everus and any of its Compensation Committee members that require disclosure under SEC rules.

Corporate Governance

Board Leadership Structure

The board of directors’ goal is to achieve the best board leadership structure for effective oversight and management of Everus’ affairs. The board of directors believes there is no single, generally accepted approach to providing effective board leadership, and that each leadership structure must be considered in the context of the individuals involved and the specific circumstances facing a company. Accordingly, what the board of directors believes is the right board leadership structure for Everus may vary as circumstances warrant.

Following the completion of the distribution, Everus’ board of directors will be led by its chair, Dale S. Rosenthal. As stated in Everus’ Corporate Governance Guidelines, the chair of the board will be an independent director. The board believes the separation of the chair and chief executive officer positions balances the board’s independent authority to oversee Everus’ business and the CEO and the management team who manage the business on a day-to-day basis. The board expects to periodically review its leadership structure to ensure that it continues to meet Everus’ needs.

Everus expects that shareholders’ interests will be protected by effective and independent oversight of management. Six out of seven directors of Everus are expected to be independent as defined by NYSE listing standards and the Corporate Governance Guidelines. Each of the board of directors’ three statutory standing committees—the Audit Committee, the Compensation Committee and the Nominating and Governance Committee—are expected to be composed solely of independent directors.

Executive Sessions

Following the completion of the distribution, Everus’ board of directors will hold regular and special meetings throughout each calendar year. In conjunction with those meetings, executive sessions, which are meetings of the independent directors, will be regularly scheduled throughout the year. Everus’ non-executive chair will preside over the executive sessions of the board.

Selection of Nominees for Election to the Board

All of Everus’ current directors and those who will be elected to the board prior to the distribution will have been elected by the MDU Resources board of directors. Following the completion of the distribution, Everus’ Corporate Governance Guidelines provide that the Nominating and Governance Committee will identify and select, or recommend that the board select, board candidates whom the Nominating and Governance Committee believes are qualified and suitable to become members of the board consistent with the criteria for selection of new directors adopted from time to time by the board. The Nominating and Governance Committee will consider the board’s current composition, including expertise, diversity, and balance of inside, outside and independent directors, and the

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general qualifications of the potential nominees, such as: integrity and honesty; the ability to exercise sound, mature and independent business judgment in the best interests of the stockholders as a whole; a background and experience with construction services, operations, finance or marketing or other fields that will complement the talents of the other board members; willingness and capability to take the time to actively participate in board and committee meetings and related activities; ability to work professionally and effectively with other board members and Everus’ management; availability to remain on the board long enough to make an effective contribution; satisfaction of applicable independence standards; and absence of material relationships with competitors or other third parties that could present reasonable possibilities of conflict of interest or legal issues.

In identifying candidates for election to the board of directors, the Nominating and Governance Committee will consider nominees recommended by directors, stockholders and other sources. The Nominating and Governance Committee will review each candidate’s qualifications, including whether a candidate possesses any of the specific qualities and skills desirable in certain members of the board of directors. Evaluations of candidates generally involve a review of background materials, internal discussions and interviews with selected candidates as appropriate. Upon selection of a qualified candidate, the Nominating and Governance Committee will recommend the candidate for consideration by the full board of directors. The Nominating and Governance Committee may engage consultants or third-party search firms to assist in identifying and evaluating potential nominees.

Following the completion of the distribution, the Nominating and Corporate Governance Committee will consider director candidates proposed by stockholders on the same basis as recommendations from other sources. Following the completion of the distribution, any stockholder who wishes to recommend a prospective candidate for the board of directors for consideration by the Nominating and Governance Committee may do so by submitting the name and qualifications of the prospective candidate in writing to the following address: 1730 Burnt Boat Drive, Bismarck, North Dakota 58503. Any such submission should also describe the experience, qualifications, attributes and skills that make the prospective candidate a suitable nominee for the board of directors. Everus’ amended and restated bylaws set forth the requirements for direct nomination by a stockholder of persons for election to the board of directors.

Corporate Governance Guidelines

Everus’ commitment to good corporate governance is embodied in the Corporate Governance Guidelines. Following the completion of the distribution, a copy of these guidelines will be available on the Everus website at www.everus.com. These guidelines provide a framework for Everus’ corporate governance initiatives and cover topics including, but not limited to, director qualification and responsibilities, board composition, director compensation and management, independence standards and succession planning. The Nominating and Governance Committee is responsible for overseeing and reviewing the guidelines and reporting and recommending to Everus’ board of directors any changes to the guidelines.

Stockholder Engagement

Everus expects all of its directors to attend its annual meetings of stockholders and be available to answer questions from stockholders at the meetings. Between meetings, Everus expects Jeffrey S. Thiede, the President and Chief Executive Officer, and/or Maximillian J Marcy, the Vice President, Chief Financial Officer and Treasurer, to engage with stockholders on a regular basis at industry and financial conferences, road shows and one-on-one meetings. Everus will also make Dale S. Rosenthal, its non-executive chair, available to meet with stockholders on matters that it believes are better addressed by an independent director.

Communicating with the Board of Directors

Following the completion of the distribution, any stockholder or interested party who wishes to communicate with Everus’ board of directors as a whole, the independent directors, or any individual member of the board or any committee of the board may write to or email Everus at: CorporateSecretary@everus.com.

Communications addressed to the Everus board of directors or to an individual director will be distributed to the Everus board of directors or to any individual director or directors as appropriate, depending upon the facts and circumstances outlined in the communication. The Everus board of directors is expected to ask the Corporate

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Secretary’s Office to submit to the Everus board of directors all communications received, excluding only those items that are not related to Everus board of directors’ duties and responsibilities, such as junk mail and mass mailings; product complaints and product inquiries; new product or technology suggestions; job inquiries and resumes; advertisements or solicitations; and surveys.

Director Qualification Standards

The Nominating and Governance Committee charter will set forth certain criteria for the committee to consider in evaluating potential director nominees. In addition to evaluating a potential director’s independence, the committee will consider whether director candidates have relevant experience in business and industry, government, education and other areas, and will monitor the mix of skills and experience of directors in order to assure that Everus’ board of directors will have the necessary breadth and depth to perform its oversight function effectively. The committee may re-evaluate the relevant criteria for board membership from time to time in response to changing business factors or regulatory requirements. Everus’ full board of directors will be responsible for selecting candidates for election as directors based on the recommendation of the Nominating and Governance Committee.

In order to facilitate the continuing refreshment of Everus’ board of directors, the Corporate Governance Guidelines will provide for a mandatory retirement age of 75 for non-employee directors and 65 for officers who serve as directors and will impose a term limit on all directors of 15 years.

Risk Oversight

Everus’ board of directors as a whole will have responsibility for overseeing Everus’ risk management. The board of directors will exercise this oversight responsibility directly and through its committees. The oversight responsibility of the board of directors and its committees will be informed by reports from Everus’ management team and from Everus’ internal audit department that are designed to provide visibility to the board of directors about the identification and assessment of key risks and Everus’ risk mitigation strategies. The full board of directors will have primary responsibility for evaluating strategic and operational risk management and succession planning. Following the completion of the distribution, Everus’ Audit Committee will have the responsibility for overseeing its major financial and accounting risk exposures and the steps its management has taken to monitor and control these exposures, including policies and procedures for assessing and managing risk, including oversight on compliance related to legal and regulatory exposure, and meets regularly with Everus’ Chief Legal Officer. Following the completion of the distribution, Everus’ Compensation Committee will evaluate risks arising from its compensation policies and practices, as more fully described above. The Nominating and Governance Committee will oversee risks associated with the structure of Everus’ board of directors and other corporate governance policies and practices. The Audit, Compensation, and Nominating and Governance Committees will provide reports to the full board of directors regarding these and other matters.

Everus’ management will be responsible for day-to-day risk management activities. Everus’ Chief Executive Officer and other executive officers will regularly report to the non-executive directors and the Audit, the Compensation and the Nominating and Governance Committees to ensure effective and efficient oversight of Everus’ activities and to assist in proper risk management and the ongoing evaluation of management controls.

Code of Conduct

Everus’ board of directors is expected to adopt a code of business conduct and ethics that will apply to all of its employees, directors and officers, including its Chief Executive Officer, Chief Financial Officer and principal accounting officer or controller, or persons performing similar functions. It will set forth Everus’ policies and expectations on a number of topics, including conflicts of interest, confidentiality, compliance with laws (including insider trading laws), preservation and use of Everus’ assets, and business ethics. The Code of Conduct will set forth procedures for addressing any potential conflict of interest (or the appearance of a conflict of interest) involving directors or executive officers, and for the confidential communication and handling of issues regarding accounting, internal control and auditing matters. Every Everus employee will be required to complete annual training on the Code of Conduct. Following the completion of the distribution, the guide will be available without charge on Everus’ website at www.everus.com.

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Everus will promptly disclose any substantive changes in or waiver of, together with reasons for any waiver of, the guide granted to its executive officers, including its principal executive officer, principal financial officer, principal accounting officer and controller, or persons performing similar functions, and its directors, by posting such information on its website at www.everus.com.

The Everus website and the information contained therein or connected thereto are not incorporated into this information statement or the registration statement of which this information statement forms a part, or in any other filings with, or any information furnished or submitted to, the SEC.

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COMPENSATION DISCUSSION AND ANALYSIS

As discussed elsewhere in this information statement, MDU Resources is separating into two publicly traded companies, MDU Resources and Everus. Everus is currently a subsidiary of MDU Resources and is not yet an independent company. Everus’ compensation committee has not yet been formed. Following the separation and distribution, Everus will have its own executive officers and its own compensation committee of Everus’ board of directors (the “Everus compensation committee”).

As of the date of this information statement, the following individuals are expected to serve as executive officers of Everus in the positions set forth below effective as of the separation and distribution and to be the named executive officers of Everus for the 2024 fiscal year. These individuals are referred to throughout this section as the “named executive officers.”

•Jeffrey S. Thiede, President and Chief Executive Officer (CEO);

•Thomas D. Nosbusch, Executive Vice President and Chief Operating Officer (COO);

•Maximillian J Marcy, Vice President, Chief Financial Officer and Treasurer (CFO);

•Paul R. Sanderson, Vice President, Chief Legal Officer and Corporate Secretary (CLO); and

•Jon B. Hunke, Vice President and Chief Accounting Officer (CAO).

The following sections of this Compensation Discussion and Analysis describes MDU Resources’ executive compensation philosophy, the 2023 executive compensation program elements applicable to the MDU Resources named executive officers, and certain MDU Resources executive compensation plans, policies and practices, as well as certain aspects of Everus’ anticipated executive compensation arrangements following the separation. Policies, practices and arrangements that are disclosed as those intended to apply to Everus following the separation generally remain subject to the review of, and may generally be modified by, the Everus compensation committee after the separation.

The compensation committee of the MDU Resources board of directors (the “MDU Resources compensation committee”) reviewed and approved the compensation programs and policies, including incentive compensation plans and equity-based plans, applicable to our executive officers in 2023. The MDU Resources compensation committee also specifically reviewed and determined the compensation for Mr. Thiede, who was a named executive officer of MDU Resources in 2023 and Mr. Sanderson, who was an executive officer of MDU Resources in 2023. Mr. Nosbusch and Mr. Hunke were not executive officers of MDU Resources in 2023 and their compensation for 2023 was determined by Everus’ senior management consistent with the compensation philosophy of MDU Resources. Because Mr. Marcy began employment with the Company on August 12, 2024, he did not receive any compensation from MDU Resources or the Company in 2023 and therefore his compensation is not covered in this section, unless otherwise noted.

Compensation Committee Responsibilities and Objectives

The MDU Resources compensation committee is responsible for designing and approving the executive compensation program and setting compensation opportunities for the named executive officers of MDU Resources. The following are the objectives of the MDU Resources executive compensation program for its executive officers, which we expect to be the objectives of our compensation program for executive officers immediately following the separation:

•recruit, motivate, reward, and retain high performing executive talent required to create superior stockholder value;

•reward executives for short-term performance as well as for growth in enterprise value over the long term;

•ensure effective utilization and development of talent by working in concert with other management processes – for example, performance appraisal, succession planning and management development; and

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•provide a competitive package relative to industry-specific and general industry comparisons and internal equity, as appropriate.

2023 Compensation of Named Executive Officers

Annual Base Salary

We provide our named executive officers with base salary at a sufficient level to attract and retain executives with the knowledge, skills, and abilities necessary to successfully execute their job responsibilities. Consistent with the compensation philosophy of linking pay to performance, our executives receive a relatively smaller percentage of their overall target compensation in the form of salary. In establishing base salaries, consideration is given to each executive’s individual performance, the scope and complexity of their responsibilities, internal equity, and whether the base salary is competitive as measured against the base salaries of similarly situated executives in our compensation peer group and market compensation data. The annual base salaries for our named executive officers during 2023 were as follows:

Executive						2023 Annual Base Salary $
Jeffrey S. Thiede						550,000
Thomas D. Nosbusch						340,000
Paul R. Sanderson(1)						400,000
Jon B. Hunke						250,000

__________________

(1)Mr. Sanderson was hired as Vice President, Chief Legal Officer and Secretary of MDU Resources effective June 1, 2023. He will transfer to Everus as Vice President, Chief Legal Officer and Corporate Secretary prior to the separation and effective as of the date agreed upon by MDU Resources and Everus.

Annual Cash Incentive Awards

For 2023, each of our named executive officers was assigned a target annual incentive award based on a percentage of the executive’s base salary. The actual cash incentive realized for 2023 was determined by multiplying the target award by the payout percentage associated with the achievement of the performance measures applicable to the named executive officer. Performance measures varied depending on the named executive officer’s role in 2023. The incentive targets, performance measures, performance results and payout levels for our named executive officers for 2023 are summarized below:

Executive						Target Incentive  (% of Base Salary)						Measures and Weightings						Actual Payout  (% of Target Payout)
Jeffrey S. Thiede						75%						Construction Services EBITDA (80%)  Construction Services Strategic Review (20%)  DEI Modifier						146.7%
Thomas D. Nosbusch						50%						Construction Services EBITDA (100%)						152.1%
Paul R. Sanderson						60%						MDU Resources Business Segment Earnings (60%)  Construction Services Strategic Review (20%)  Knife River Corporation (“Knife River”) Spinoff (20%) DEI Modifier						179.5%
Jon B. Hunke						45%						Construction Services EBITDA (100%)						152.1%

2023 Construction Services EBITDA

The MDU Resources compensation committee selected construction services EBITDA, with adjustments for specific situations, as the financial performance measure representing 80% of Mr. Thiede’s annual cash incentive and 100% of each of Mr. Nosbusch’s and Mr. Hunke’s annual cash incentive. Construction services EBITDA equals

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Everus earnings plus interest, income taxes, depreciation and amortization and earnings from discontinued operations. It is a financial performance measure common to the construction industry and encourages the focus on growth by excluding the impact of items such as taxes, interest, depreciation and amortization from the performance result which are largely out of the named executive officer’s control. The construction services EBITDA target for 2023 equaled $212.2 million.

2023 MDU Resources Business Segment Earnings

The MDU Resources compensation committee selected MDU Resources business segment earnings of each business segment, with adjustments for specific situations as the financial performance measure which represented 60% of the annual cash incentive in 2023 for Mr. Sanderson. It provides a key measure of success for each business segment and MDU Resources overall. For 2023 business segment earnings target equaled $253.6 million and represented the full year of earnings from the electric, natural gas distribution, pipeline and construction services businesses plus earnings from Knife River through its separation date.

2023 Strategic Initiative - Work Associated with the Strategic Review of the Construction Services Segment to Optimize its Value

In addition to the 2023 financial performance measure, the MDU Resources compensation committee set a performance measure based on the completion of work associated with the strategic review of the construction services segment to optimize its value which represents 20% of annual cash incentive for each of Mr. Thiede and Mr. Sanderson. Determination of the performance measure was based on the following:

Threshold			Work necessary to complete the strategic review is underway			25% incentive payout
Target			Publicly announce the completion of the strategic review			100% incentive payout
Maximum			Completion of a transaction			200% incentive payout

2023 Strategic Initiative - Work Associated with the Knife River Spinoff

The MDU Resources compensation committee set an additional 2023 performance measure for Mr. Sanderson based on the completion of work associated with the Knife River spinoff. The strategic performance measure represented 20% of the annual cash incentive for Mr. Sanderson. Determination of the performance measure was based on the following:

Threshold			Work necessary to complete the spinoff is underway			25% incentive payout
Target			Completion of the final Form 10 filed with the SEC			100% incentive payout
Maximum			Successful completion of the spinoff			200% incentive payout

2023 DEI Modifier

In 2023, the environmental and sustainability committee of MDU Resources again approved and recommended a DEI modifier be included as part of the 2023 annual incentive for Mr. Thiede and Mr. Sanderson which was then approved by the MDU Resources compensation committee at its February 2023 meeting. The DEI modifier was a separate performance measure, independent of the achievement of the financial and strategic initiative performance measures and was based on the MDU Resources compensation committee’s assessment of management’s progress toward the completion of the following DEI initiatives:

•Continue the formal succession planning process to include the review of the positions of all Section 16 officers, key executives, and business segment officers and directors to ensure diverse representation in terms of gender, ethnicity, individuals with disabilities and veteran status and the development of candidates being prepared for these positions.

•Increase outreach activities by 10% over prior year efforts aimed at attracting diverse candidates to positions within our businesses.

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•Prepare for the implementation of Human Resources Information Systems (HRIS) at the construction materials and contracting and construction services segments to enhance the gathering of employee data for the human resources dashboard to track key metrics which provide insight into the make-up and diversity of our employee population.

•Advance a culture that supports diverse views and backgrounds through training of all employees on fostering a culture of diversity and inclusion.

The DEI modifier added or deducted up to 5% of their annual incentive target based on the assessment of the MDU Resources compensation committee.

2023 Actual Results

The 2023 performance measure results reflected Everus and MDU Resources 2023 financial performance and achievement of strategic initiatives and are presented below:

Performance Measure

Target

Result

Percent of Performance

Payout Percentage

Construction Services EBITDA, as Adjusted(1)

$212.2 million

$223.2 million

105.2%

152.1%

Work associated with the Construction Services Strategic Review

Publicly announce the completion of the strategic review

Publicly announced the completion of the strategic review on July 10, 2023.

100.0%

100.0%

Work associated with the Knife River Spinoff

Completion of the final Form 10 filed with the SEC

Successful completion of the spinoff on June 1, 2023

200.0%

200.0%

Business Segment Earnings, as Adjusted(1)

$253.6 million

$288.2 million

113.6%

190.9%

_________________

(1)Adjustments include the effect on earnings from 1) transaction costs incurred for acquisitions, divestitures, mergers, spinoffs or other strategic transactions including differences in interest costs from those assumed in the company’s original financial plan, and 2) corporate overhead allocation differences due to the spinoff or strategic review.

Reconciliation of Construction Services Earnings to Construction Services EBITDA presented in thousands						2023 Financial Results $						Adjustments Approved by the Compensation Committee(1) $						Business Segment Earnings used for Incentive Purposes $
Construction Services Earnings						137,230						1,049						138,279
Interest						10,057						—						10,057
Taxes						46,968						(447)						46,521
Depreciation and Amortization						23,148						—						23,148
Discontinued Operations						5,214						—						5,214
Construction Services EBITDA						222,617						602						223,219

_________________

(1)Adjustments include the effect on earnings from 1) transaction costs incurred for acquisitions, divestitures, mergers, spinoffs or other strategic transactions including differences in interest costs from those assumed in the company’s original financial plan, and 2) corporate overhead allocation differences due to the spinoff or strategic review.

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Reconciliation of MDU Resources Business Segment Earnings to Net Income presented in thousands						2023 Financial Results $						Adjustments Approved by the Compensation Committee(1) $						MDU Resources Business Segment Earnings used for Incentive Purposes $
Electric & Natural Gas Distribution Earnings						120,079						(1)						120,078
Pipeline Earnings						46,918						123						47,041
Construction Services Earnings						137,230						1,049						138,279
Knife River Earnings						(18,456)						1,228						(17,228)
MDU Resources Business Segment Earnings						285,771						2,399						288,170
Other						128,936
Net Income						414,707

_________________

(1)Adjustments include the effect on earnings from 1) transaction costs incurred for acquisitions, divestitures, mergers, spinoffs or other strategic transactions including differences in interest costs from those assumed in the company’s original financial plan, and 2) corporate overhead allocation differences due to the spinoff or strategic review.

In addition, based on the assessment of the MDU Resources compensation committee, each of Mr. Thiede and Mr. Sanderson was awarded a DEI modifier award of 5% of the executive’s target annual incentive.

Long-Term Equity Incentive Awards

In February 2023, the MDU Resources compensation committee and the MDU Resources board of directors approved grants to the named executive officers of time-vesting restricted stock units which are eligible to vest into MDU Resources common stock plus dividend equivalents at the end of 2025. The number of shares granted was subsequently adjusted due to the Knife River spinoff based on the pre-spin closing price of a share of MDU Resources common stock on May 31, 2023 of $29.18 compared to the post-spin closing price of a share of MDU Resources common stock on June 1, 2023 of $19.68. Mr. Sanderson’s 2023 award was granted on July 11, 2023 and therefore was not adjusted.

The adjusted units of the 2023 awards granted to the named executive officers accounting for the adjustment of shares upon the Knife River spinoff were as follows:

Executive						Adjusted 2023 Grant of Time Vesting Restricted Stock Units(1) # shares
Jeffrey S. Thiede						45,572
Thomas D. Nosbusch						9,114
Paul R. Sanderson						16,818
Jon B. Hunke						6,092

_________________

(1)Numbers reflect the adjustment implemented in connection with the spinoff of Knife River as described above, to the extent applicable.

Treatment of the MDU Resources restricted stock units in connection with the separation is summarized in this information statement under the heading “The Separation and Distribution—Treatment of Equity-Based Compensation.”

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Post-Employment Benefits

MDU Resources provides post-employment benefit plans and programs in which some our named executive officers participate. We expect to provide similar post-employment plans and programs with the exception of the pension plans. Our named executive officers participated in the following plans during 2023:

Plans

Jeffrey S. Thiede

Thomas D. Nosbusch

Paul R. Sanderson

Jon B. Hunke

Pension Plans

No

Yes

No

Yes

401(k) Retirement Plan

Yes

Yes

Yes

Yes

Company Credits to Deferred Compensation Plan

Yes

Yes

Yes

Yes

Expected Compensation Arrangements after Separation and Distribution

It is expected that the Everus executive compensation program will consist of four principal elements: (1) annual base salary, (2) annual cash incentive opportunity, (3) long-term equity incentive opportunity and (4) employee benefits and limited executive perquisites. The first three principal elements are set forth below:

Executive						Base Salary $						Target Annual Cash Incentive(1) $						Long-Term Equity Incentive Opportunity $						Total Target Compensation $
Jeffrey S. Thiede						850,000						935,000						2,550,000						4,335,000
Thomas D. Nosbusch						550,000						495,000						825,000						1,870,000
Maximillian J Marcy						438,000						350,400						657,000						1,445,400
Paul R. Sanderson						435,000						304,500						478,500						1,218,000
Jon B. Hunke						325,000						130,000						195,000						650,000

_________________

(1)In connection with the separation and distribution, pursuant to the employee matters agreement, Mr. Sanderson will be entitled to a pro rata annual cash incentive award for the period ending immediately prior to the distribution date based on actual performance as determined by the MDU Resources compensation committee.

Peer Group

It is expected that the initial Everus peer group to be used for purposes of benchmarking compensation of the named executive officers will consist of the companies set forth below, subject to review and approval of the Everus compensation committee after the separation. This peer group includes 16 companies in the construction and engineering, environmental and facility services industries with trailing 12 months revenue between $0.8 billion and $7 billion.

KBR, Inc.			Granite Construction Incorporated
APi Group Corporation			MYR Group, Inc.
Primoris Services Corporation			IES Holdings, Inc.
Clean Harbors, Inc.			Arcosa, Inc.
Comfort Systems USA, Inc.			Enviri Corporation
Valmont Industries, Inc.			Construction Partners, Inc.
Dycom Industries, Inc.			Team, Inc.
Tetra Tech, Inc.			Matrix Service Company

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Employment and Severance Agreements

Jeffrey S. Thiede

Mr. Thiede received an offer letter dated July 11, 2024, setting forth his compensation for the role of president and CEO of Everus following the separation. The offer letter provides that effective as of, and subject to the occurrence of, the separation, Mr. Thiede’s annual base salary will be $850,000, his target annual cash incentive opportunity will be 110% of base salary and, if the separation occurs during 2024, his long-term incentive equity award opportunity for 2025 will be 300% of base salary.

As described in the offer letter, Mr. Thiede’s target annual cash incentive opportunity for 2024 will be determined on a pro rata basis for the time in each of the positions he held during 2024.

Thomas D. Nosbusch

Mr. Nosbusch received an offer letter dated August 15, 2024, setting forth his compensation for the role as Executive Vice President and COO of Everus following the separation. The offer letter provides that effective as, and subject to the occurrence of, the separation, Mr. Nosbusch’s base salary will be $550,000, his target annual cash incentive opportunity will be 90% of base salary and, if the separation occurs during 2024, his long-term incentive equity award opportunity for 2025 will be 150% of base salary.

As described in the offer letter, Mr. Nosbusch’s target annual cash incentive opportunity for 2024 will be determined on a pro rata basis for the time in each of the positions he held during 2024.

Maximillian J Marcy

Mr. Marcy received an offer letter dated July 11, 2024 setting, forth his compensation for the role of Vice President, CFO and Treasurer of Everus effective August 12, 2024. The offer letter provides Mr. Marcy with a base salary of $438,000, a target annual cash incentive opportunity of 80% of base salary (which will be prorated based on the number of days worked at the company) and, if the separation occurs during 2024, a long-term incentive equity award opportunity for 2025 of 150% of base salary. Mr. Marcy will also receive a contribution to the Company’s nonqualified deferred compensation plan of $100,000 in 2024 which will vest ratably over a 3-year period. The offer letter includes a relocation bonus of $100,000 for Mr. Marcy to relocate to Bismarck, ND. If the MDU Resources board of directors decides not to proceed with the spinoff and for that reason Mr. Marcy’s position is eliminated, the offer letter provides that he will receive a cash lump sum severance payment of $675,000, subject to entering into (and not revoking) a separation agreement and general release of claims.

Paul R. Sanderson

Mr. Sanderson received an offer letter dated July 11, 2024, setting forth his compensation for the role of Vice President, CLO and Corporate Secretary of Everus effective on the date immediately prior to the separation unless an earlier transfer date is otherwise agreed upon by MDU Resources and Everus. Mr. Sanderson’s base salary will be $435,000, his target annual cash incentive opportunity will be 70% of base salary and, if the separation occurs during 2024, his long-term incentive equity award opportunity for 2025 will be 110% of base salary.

As described in the offer letter, Mr. Sanderson’s target annual cash incentive opportunity for 2024 will be determined on a pro rata basis for the time in each of the positions he held during 2024.

If the MDU Resources board of directors decides not to proceed with the spinoff and for that reason Mr. Sanderson’s position is eliminated, the offer letter provides that he will receive a cash lump sum severance payment of $870,000 subject to entering into (and not revoking) a separation agreement and general release of claims.

Jon B. Hunke

Mr. Hunke received an offer letter dated July 11, 2024, setting forth his compensation for the role of Vice President and CAO of Everus following the separation. The offer letter provides that effective as, and subject to the occurrence of, the separation, Mr. Hunke’s annual base salary will be $325,000, his target annual cash incentive

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opportunity will be 40% of base salary and, if the separation occurs during 2024, his long-term incentive equity award opportunity for 2025 will be 60% of base salary.

As described in the offer letter, Mr. Hunke’s target annual cash incentive opportunity for 2024 will be determined on a pro rata basis for the time in each of the positions he held during 2024.

Retention Agreements

In connection with the strategic review of the construction services business to optimize its value, in February 2023, MDU Resources and Everus entered into retention agreements with Messrs. Thiede, Nosbusch and Hunke to retain their employment through the completion of the strategic review of the construction services business and any resulting transaction. The agreement provided for, among other things, continuation of the officer’s then-effective base salary, entitlement to incentive compensation, vesting of company credits to their deferred compensation accounts, a retention bonus equal to $1,100,000, $510,000 and $375,000, respectively, to be paid within fifteen (15) days after the closing of any transaction, and accelerated vesting of outstanding equity awards as set forth in the agreement. The term of the agreements was until the earlier of the closing of any transaction and December 31, 2023. The agreements expired on December 31, 2023 without payment. The agreements also provided that if the executive’s employment was involuntarily terminated during the term of the agreement without cause, then the executive would be entitled to payment of the retention bonus, a prorated incentive compensation bonus and the vested employer credit under the deferred compensation plan.

In connection with the offer letter dated July 11, 2024 for the position of Vice President and CAO, Everus entered into a retention agreement with Mr. Hunke, dated July 11, 2024, for his continued support of the transition of enterprise information technology systems and services from MDU Resources to Everus. The retention agreement provides a bonus of $50,000 payable at the end of the retention period, which is December 31, 2025.

Change in Control Severance Plan

MDU Resources maintains a change in control severance plan, effective February 15, 2024, for certain executives, including our named executive officers which provides for cash severance compensation to the named executive officer in the event of a qualifying termination of employment following a change in control of MDU Resources. A participant who experiences a qualifying termination shall receive a lump sum payment equal to the sum of the accrued compensation, the prorated annual incentive, and a multiple of the participant's annual base salary and target annual incentive. The plan also provides for certain benefits related to the retiree medical costs and outplacement services. Participation by our named executive officers in this plan will cease upon the spinoff.

It is anticipated that Everus will adopt a Change in Control Severance plan similar to the MDU Resources plan following the separation that will cover our named executive officers. The adoption of such plan is subject to the approval of the Everus compensation committee after the separation.

Stock Ownership Requirements

It is expected that the Everus executive stock ownership guidelines will initially be consistent with the MDU Resources executive stock ownership guidelines. Under the MDU Resources policy, executives participating in the MDU Resources Long-Term Performance-Based Incentive Plan are required within five years of appointment or promotion into an executive level to beneficially own MDU Resources common stock equal to a multiple of their base salary as outlined in the stock ownership policy, which is currently six times base salary in the case of the MDU Resources CEO and three times base salary in the case of all other named executive officers. Stock owned through its 401(k) plan or by a spouse is considered in ownership calculations as well as unvested restricted stock units. The level of stock ownership compared to the stock ownership requirement is determined based on the closing sales price of the common stock on the last trading day of the year and base salary at December 31 of the same year.

Incentive Compensation Recovery Policy

It is anticipated that the Everus Incentive Compensation Recovery Policy will initially be consistent with the MDU Resources policy. The MDU Resources Incentive Compensation Recovery Policy, effective as of October 2,

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2023, provides for the recovery of certain incentive-based compensation in the event that MDU Resources is required to prepare an accounting restatement. The recoverable amount is the amount of incentive-based compensation which exceeded the amount the executive officer would have received if it had been determined based on the restated financial reporting measure. The recovery of such compensation applies regardless of misconduct or other contribution to the requirement for a restatement. Incentive-based compensation includes the annual cash incentive compensation, long-term incentive compensation or any compensation granted, earned or vested based in whole or in part on the company’s attainment of a financial reporting measure. The policy is intended to comply with Rule 10D-1 of the Securities and Exchange Act of 1934, as amended, and Listing Standard 303A.14 adopted by the NYSE.

EXECUTIVE COMPENSATION TABLES

Summary Compensation Table for 2023

Name and Principal Position(1) (a)						Year (b)						Salary $ (c)									Stock Awards(2) $ (e)						Non-Equity Incentive Plan Compensation $ (g)						Change in Pension Value and Nonqualified Deferred Compensation Earnings(3) $ (h)						All Other Compensation(4) $ (i)						Total $ (j)
Jeffrey S. Thiede						2023						550,000									980,883						605,138						—						131,524						2,267,545
President and CEO						2022						530,000									860,649						613,343						—						166,470						2,170,462
						2021						507,500									876,148						293,462						—						171,822						1,848,932
Thomas D. Nosbusch						2023						340,000									196,224						258,570						11,184						80,663						886,641
Executive Vice President and COO
Paul R. Sanderson(5)						2023						233,846									356,710						251,300						—						6,911						848,767
Vice President, CLO and Corporate Secretary
Jon B. Hunke						2023						250,000									131,136						171,113						3,553						55,386						611,188
Vice President and CAO

__________________

(1)Mr. Marcy is not included in the Executive Compensation tables for 2023 as he did not join Everus until August 12, 2024.

(2)Amounts shown in the stock awards column represent the aggregate grant date fair value of equity award opportunities calculated in accordance with generally accepted accounting principles for stock-based compensation in Accounting Standards Codification Topic 718. Amounts in this column were prepared assuming none of the awards were or will be forfeited. The amounts were calculated as described in Note 9 of the Everus audited financial statements for the year ended December 31, 2023, included in the registration statement of which this information statement forms a part. The reported amounts also include the incremental increase in fair value resulting from the adjustment of outstanding unvested restricted stock units upon the spinoff of Knife River for awards that were outstanding immediately prior to the spinoff of Knife River. The incremental increase in fair value was determined by comparing the fair value of the awards before and after the Knife River spinoff.

Executive						Grant Date Fair Value of Stock Awards Granted in 2023 $						Incremental Increase in Fair Value of Stock Awards from the Knife River Spinoff $						Total Fair Value of Stock Awards $
Jeffrey S. Thiede						957,734						23,149						980,883
Thomas D. Nosbusch						191,541						4,683						196,224
Paul R. Sanderson						356,710						—						356,710
Jon B. Hunke						128,036						3,100						131,136

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(3)Amounts shown for 2023 represent the change in actuarial present value of accumulated benefits under the MDU Resources Non-Bargaining Pension Plan which were calculated using the following assumptions:

Assumed Retirement Age

Benefits Payable at Age

Interest Rate

Dataset

60

At retirement

4.82%

Society of Actuaries Pri-2012 Total Dataset Mortality with Scale MP-2021 (post commencement only)

(4)All Other compensation reported in column (i) is comprised of:

Executive						401(k)(1) $						Nonqualified Deferred Compensation(2) $						Life Insurance Premiums $						Matching Charitable Contributions $						Vacation Payout $						Total $
Jeffrey S. Thiede						26,400						100,000						774						4,350						—						131,524
Thomas D. Nosbusch						39,600						34,000						525						—						6,538						80,663
Paul R. Sanderson						6,554						—						357						—						—						6,911
Jon B. Hunke						30,000						25,000						386						—						—						55,386

______________

(1)Represents company contributions to the 401(k) plan which includes matching contributions and retirement contributions associated with the frozen pension plans as of December 31, 2009.

(2)Represents company contribution amounts to the Deferred Compensation Plan which were approved by the compensation committee. For further information, see the table in the section entitled “—Nonqualified Deferred Compensation.”

(5)Mr. Sanderson was hired as Vice President, Chief Legal Officer and Secretary of MDU Resources effective June 1, 2023, so his 2023 annual salary and 2023 annual non-equity incentive plan compensation were both prorated for his time served in the position.

Grant of Plan Based Awards in 2023

See the sections of this information statement entitled “—2023 Compensation of Named Executive Officers—Annual Cash Incentive Awards” and “—2023 Compensation of Named Executive Officers—Long-Term Equity Incentive Awards” for further information about the awards presented below:

															Estimated Future Payouts Under Non-Equity Incentive Plan Awards																		All Other Stock Awards: Number of Shares of Stock or Units # (i)						Grant Date Fair Value of Stock and Option Awards $ (l)
Executive						Grant Date									Threshold $ (c)						Target $ (d)						Maximum $ (e)
Jeffrey S. Thiede						2/16/2023			(1)						103,125						412,500						1,010,625
						2/16/2023			(2)																								30,736						957,734
						6/1/2023			(3)																														23,149
Thomas D. Nosbusch						2/16/2023			(1)						42,500						170,000						425,000
						2/16/2023			(2)																								6,147						191,541
						6/1/2023			(3)																														4,683
Paul R. Sanderson(4)						6/1/2023			(1)						35,000						140,000						287,000
						7/11/2023			(2)																								16,818						356,710
						6/1/2023			(3)																														—
Jon B. Hunke						2/16/2023			(1)						28,125						112,500						281,250
						2/16/2023			(2)																								4,109						128,036
						6/1/2023			(3)																														3,100

__________________

(1)Annual Incentive for 2023 granted pursuant to the MDU Resources Group, Inc. Executive Incentive Compensation Plan.

(2)Restricted Stock Units for the 2023-2025 period granted pursuant to the MDU Resources Group, Inc. Long-Term Performance-Based Incentive Plan. Following the spinoff of Knife River, MDU Resources awards granted on 2/16/2023 were adjusted to the following amounts: Mr. Thiede 45,572 restricted stock units, Mr. Nosbusch 9,114 restricted stock units and Mr. Hunke 6,092 restricted stock units. See the Long-Term Incentives section of the Compensation Discussion and Analysis for further details on the company’s long-term incentive program.

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(3)Reflects the incremental increase in fair value resulting from the adjustment of outstanding restricted stock units and performance share awards into restricted stock units upon the spinoff of Knife River. The total incremental increase in fair value for the outstanding awards is shown below:

			2021-2023 Award #						2022-2024 Award #						2023-2025 Award #						Total Incremental Value $
Jeffrey S. Thiede			3,614						3,604						15,931						23,149
Thomas D. Nosbusch			770						729						3,184						4,683
Jon B. Hunke			493						485						2,122						3,100

(4)Mr. Sanderson was hired as Vice President, Chief Legal Officer and Secretary of MDU Resources effective June 1, 2023, so his 2023 annual non-equity incentive plan awards Threshold, Target and Maximum were prorated for this time served in the position.

Outstanding Equity Awards at Fiscal Year-End 2023

						Stock Awards
Name						Number of Unearned Shares, or Units of Stock that Have Not Vested # (g)(1)						Market or Payout Value of Shares, or Units That Have Not Vested $ (h)(2)
Jeffrey S. Thiede						84,143						1,666,031
Thomas D. Nosbusch						17,056						337,709
Paul R. Sanderson						16,818						332,996
Jon B. Hunke						11,322						224,176

________________

(1)The 2022 awards originally consisted of 75% performance shares and 25% time-vesting restricted stock units. Due to the Knife River spinoff, the 2022 performance shares were deemed achieved at 91.3% based on performance results of 74% for the period January 1, 2022 through December 31, 2022 and 100% for the period of January 1, 2023 through December 31, 2024. With the performance adjustment made, performance awards were no longer subject to the performance-based vesting condition but remained subject to the applicable time-vesting conditions. The 2023 award consisted 100% of time-vesting restricted stock units due to the contemplated Knife River spinoff. Upon completion of the Knife River spinoff, all awards outstanding immediately prior to the spinoff were adjusted based on the pre-spin MDU Resources stock price compared to the post-spin MDU Resources stock price. See “—2023 Compensation of Named Executive Officers—Long-Term Equity Incentive Awards” for further details on the company’s long-term incentive program. Below is the breakdown by year of the outstanding restricted stock unit awards:

			2022-2024 Award #						2023-2025 Award #						Total #
Jeffrey S. Thiede			38,571						45,572						84,143
Thomas D. Nosbusch			7,942						9,114						17,056
Paul R. Sanderson			—						16,818						16,818
Jon B. Hunke			5,230						6,092						11,322

(2)Value based on the number of restricted stock units reflected in column g multiplied by $19.80, the closing stock price of the company’s common stock on the last trading day of 2023.

Option Exercises and Stock Vested During 2023

						Stock Awards
						Number of Shares Acquired on Vesting(1) # (d)						Value Realized on Vesting $ (e)
Jeffrey S. Thiede						31,513						680,345
Thomas D. Nosbusch						6,726						145,211
Jon B. Hunke						4,345						93,807

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________________

(1)The 2021 stock award consists of restricted stock units including performance shares that were adjusted into restricted stock units in connection with the spinoff of Knife River which vested on December 31, 2023 and are valued based on the closing stock price of $19.80 on the last trading day in 2023 plus dividend equivalents.

Pension Benefits for 2023

Executive

Plan Name (b)

Number of Years Credited Service(1) # (c)

Present Value of Accumulated Benefits(2) $ (d)

Payments During Last Fiscal Year $ (e)

Jeffrey S. Thiede

N/A

N/A

N/A

N/A

Thomas D. Nosbusch

Pension

10

129,136

—

Paul R. Sanderson

N/A

N/A

N/A

N/A

Jon B. Hunke

Pension

6

40,127

—

________________

(1)Years of credited service related to the pension plan reflects the years of participation in the plan as of December 31, 2009, when the pension plan was frozen.

(2)The amounts shown for the pension plan represent the actuarial present values of the executives’ accumulated benefits accrued as of December 31, 2023 calculated using a 4.82% discount rate, the Society of Actuaries Pri-2012 Total Dataset Mortality with Scale MP-2021 (post commencement only), no recognition of pre-retirement mortality and an assumed retirement age of 60.

Pension Plans

Messrs Nosbusch and Hunke are grandfathered into the MDU Resources pension plan which will not transfer to Everus. The plan applies to employees hired before 2006 and was amended to cease benefit accruals as of December 31, 2009. The benefits are based on the participant’s average annual salary over the 60-consecutive-month period where the participant received the highest annual salary between 1999 and 2009. Benefits are paid as straight life annuities for single participants and an actuarially reduced annuities with a survivor’s benefit for married participants unless they choose otherwise.

Nonqualified Deferred Compensation

Nonqualified Defined Contribution Plan

MDU Resources adopted the MDU Resources Nonqualified Defined Contribution Plan, effective January 1, 2012, to provide deferred compensation for a select group of employees. Contributions by MDU Resources to participant accounts were approved by the MDU Resources compensation committee and constitute an unsecured promise of MDU Resources to make such payments. Participant accounts capture the hypothetical investment experience based on the participant’s elections. Participants may select from a group of investment options including fixed income, balance/asset allocation, and various equity offerings. Contributions made prior to 2017 vest four years after each contribution while contributions made in and after 2017 vest ratably over a three-year period in accordance with the terms of the plan. Participants may elect to receive their vested contributions and investment earnings either in a lump sum or in annual installments over a period of years upon separation from service with the company. Plan benefits become fully vested if the participant dies while actively employed. Benefits are forfeited if the participant’s employment is terminated for cause. The MDU Resources Nonqualified Defined Contribution Plan was frozen to new participants and contributions effective January 1, 2021.

MDU Resources Group, Inc. Deferred Compensation Plan

MDU Resources adopted the MDU Resources Group, Inc. Deferred Compensation Plan effective January 1, 2021 to replace the option to defer contributions by MDU Resources to participants accounts through the MDU Resources Nonqualified Defined Contribution Plan. Under the MDU Resources Group, Inc. Deferred Compensation Plan, participants can defer up to 80% of base salary and up to 100% of their annual incentive payment. MDU Resources provides discretionary credits to select individual recommended by the MDU Resources CEO and approved by the MDU Resources compensation committee. Participants are 100% vesting in their contributions of salary and/or annual incentive but vesting of discretionary employer credits occurs ratably over three years.

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Participants can establish one or more retirement or in-service accounts which capture the hypothetical investment experience based on a suite of investment options similar to the MDU Resources Defined Contribution Plan. Participants may elect to receive their vested contributions and investment earnings either in a lump sum or in annual installments over a period of years upon a qualifying distribution event. Plan benefits become fully vested if the participant dies or becomes disabled while actively employed. Benefits are forfeited if the participant’s employment is terminated for cause.

The table below includes individual deferrals of salary and/or annual incentive and company contributions made during 2023 under the MDU Resources Group, Inc. Deferred Compensation Plan. Aggregate earnings and the balance represent the combined participant earnings and participant balance under both nonqualified plans.

Executive						Executive Contributions in Last FY(1) $ (b)						Registrant Contributions in Last FY(2) $ (c)						Aggregate Earnings in Last FY $ (d)						Aggregate Withdrawals/Distributions $ (e)						Aggregate Balance at Last FYE $ (f)
Jeffrey S. Thiede						—						100,000						185,134						—						1,543,359
Thomas D. Nosbusch						15,142						34,000						96,341						—						737,972
Paul R. Sanderson(3)						—						—						—						—						—
Jon B. Hunke						3,892						25,000						49,203						—						290,656

_______________

(1)Amounts reported are included in the amount reported in column c of the Summary Compensation Table for 2023.

(2)Amounts reported are included in the amount reported in column i of the Summary Compensation Table for 2023.

(3)Mr. Sanderson joined MDU Resources effective June 1, 2023 and was not eligible for the Deferred Compensation Plan during 2023.

Potential Payments upon Termination or Change in Control

The Potential Payments upon Termination or Change in Control Table shows the payments and benefits the named executive officers would receive in connection with a variety of employment termination scenarios or upon a change in control. These scenarios include:

•Voluntary or Not for Cause Termination;

•Death;

•Disability;

•Change in Control with Termination; and

•Change in Control without Termination.

For the named executive officers, the information assumes the terminations or the change in control occurred on December 31, 2023. The table excludes compensation and benefits the named executive officers would earn during their employment with us whether or not a termination of change in control event had occurred. These tables also do not include benefits under plans or arrangement generally available to all salaried employees and that do not discriminate in favor of the named executive officers, such as benefits under our qualified defined benefit pension plan (for employees hired before 2006), accrued vacation pay, continuation of health care benefits, and life insurance benefits. The tables also do not included deferred compensation under the MDU Resources Group, Inc. Nonqualified Defined Contribution Plan or the MDU Resources Group, Inc. Deferred Compensation Plan. These amounts are shown and explained in the table in the section entitled “—Nonqualified Deferred Compensation.”

Compensation

MDU Resources typically does not have employment or severance agreements with its executives entitling them to specific payments upon termination of employment or a change in control of the company. The MDU Resources compensation committee generally considers providing severance benefits on a case-by-case basis. Any post-employment or change of control benefit available to its executives are addressed within our incentive and retirement plans. Because severance payments are discretionary, no amounts are included in the tables.

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All named executive officers were granted their 2023 annual incentive award under the MDU Resources Executive Incentive Compensation Plan (the “EICP”) which has no change in control provision in regards to annual incentive compensation other than for deferred compensation. The MDU Resources EICP requires participants to remain employed with the company through the service year to be eligible for a payout unless otherwise determined by the MDU Resources compensation committee for executive officers or employment termination after age 65. All the scenarios assume a termination or change in control event on December 31, 2023. In these scenarios, the named executive officers would be considered employed the entire performance period and would be eligible to receive their annual incentive award based on the level that the performance measures were achieved. Therefore, no amounts are shown for annual incentives in the tables for the named executive officers, as they would be eligible to receive their annual incentive award with or without a termination or change in control on December 31, 2023.

For those named executive officers participating in the MDU Resources Long-Term Performance-Based Incentive Plan (the “LTIP”), all received equity awards in 2023 and prior years which consist of MDU Resources restricted stock units awards for 2021-2023, 2022-2024 and 2023-2025 vesting periods with the exception of Mr. Sanderson. Mr. Sanderson received a 2023-2025 grant of restricted stock units following his employment with MDU Resources effective June 1, 2023.

In the case of a change in control (as defined in the MDU Resources LTIP) (with or without termination), MDU Resources restricted stock units awards outstanding on December 31, 2023, would be deemed fully earned and vest for the named executive officers.

The MDU Resources restricted stock units award agreement provide that the restricted stock unit awards are forfeited if the participant’s employment terminates for situation other than death, disability or before the participant has reached age 55 with 10 years of service. If a participant’s employment terminates after reaching age 55 and completing 10 years of service, restricted stock unit awards are prorated as follows:

•termination of employment during the first year of the vesting period = MDU Resources restricted stock unit awards are forfeited;

•termination of employment during the second year of the vesting period = MDU Resources restricted stock unit awards earned are prorated based on the number of months employed during the vesting period;

•termination of employment during the third year of the vesting period = full amount of any MDU Resources restricted stock units awards earned are received.

In situations of death or disability, the MDU Resources restricted stock unit awards earned would be prorated based on the number of full months of employment completed prior to death or disability during the vesting period.

For purposes of calculating the MDU Resources restricted stock unit award value shown in the Potential Payments upon Termination or Change in Control Table, the number of vesting shares was multiplied by the closing stock price on the last market day of the year, which was $19.80 on December 29, 2023. Dividend equivalents based on the number of vesting shares are also included in the amounts presented.

Disability Benefits

MDU Resources provides disability benefits to eligible salaried employees equal to 60% of their base salary, subject to a salary limit of $200,000 for officers and $100,000 for other salaried employees. For all eligible employees, disability payments continue as follows:

Age When Disabled						Benefits Payable
Prior to age 60						To age 65
Ages 60 to 64						60 months
Ages 65 to 67						To age 70
Age 68 and over						24 months

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Disability benefits are reduced for amounts paid as retirement benefits such as pension benefits. The disability payments in the Potential Payments upon Termination or Change in Control Table reflect the present value of the disability benefits attributable to the additional $100,000 of base salary recognized for executives under the MDU Resources disability program, subject to the 60% limitation, after reduction for amounts that would be paid as retirement benefits. For Messrs Nosbusch and Hunke who participate in the MDU Resources pension plan, the amounts represent the present value of the disability benefit after reduction for retirement benefits using a discount rate of 4.82%. For Messrs Thiede and Sanderson who do not participate in the MDU Resources pension plan, the amount represents the present value of the disability benefit without reduction for retirement benefits using a discount rate of 4.73%, which is considered a reasonable rate for purposes of the calculation.

Potential Payments Upon Termination or Change in Control Table

			Voluntary or Not for Cause Termination $						Death $						Disability $						Change in Control with Termination $						Change in Control without Termination $
Jeffrey S. Thiede
Restricted Stock Units			1,220,666						1,530,899						1,530,899						2,421,524						2,421,524
Disability Benefits															267,749
Total			1,220,666						1,530,899						1,798,648						2,421,524						2,421,524
Thomas D. Nosbusch
Restricted Stock Units			—						318,511						318,511						498,226						498,226
Disability Benefits															205,062
Total			—						318,511						523,573						498,226						498,226
Paul R. Sanderson
Restricted Stock Units			—						113,648						113,648						340,943						340,943
Disability Benefits															267,749
Total			—						113,648						381,397						340,943						340,943
Jon B. Hunke
Restricted Stock Units			—						208,543						208,543						328,118						328,118
Disability Benefits															246,991
Total			—						208,543						455,534						328,118						328,118

For a description of treatment of certain expired retention arrangements, see “—Retention Agreements.”

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DIRECTOR COMPENSATION

During 2023, Everus was not an independent public company and did not pay any director compensation. It is expected that the initial Everus director compensation program in effect as of immediately following the separation will be as set forth below. The Everus director compensation program will be subject to review and modification by the Everus board of directors or a committee thereof following the separation.

Element						Amount $
Base Cash Retainer						110,000
Additional Cash Retainers
Non-Executive Chair						100,000
Audit Committee Chair						20,000
Compensation Committee Chair						15,000
Nominating and Governance Committee Chair						15,000
Annual Stock Grant - Non-Executive Chair						175,000
Annual Stock Grant - Directors (other than the Non-Executive Chair)						150,000

There are no meeting fees paid to directors.

Other Compensation

In addition to liability insurance, we expect to maintain group life insurance in the amount of $100,000 on each non-employee director for the benefit of their beneficiaries during the time they serve on the Everus board of directors. Directors will be reimbursed for all reasonable travel expenses, including spousal expenses in connection with attendance at meetings of the board and its committees.

Deferral of Compensation

Directors may defer all or any portion of the annual cash retainer and other cash compensation paid for service as a director pursuant to the Deferred Compensation Plan for Directors expected to be adopted by Everus. Deferred amounts will be held as phantom stock with dividend accruals and paid out in cash over a five-year period after the director leaves the board.

Stock Ownership Policy

Our director stock ownership policy is contained in the Corporate Governance Guidelines expected to be adopted by Everus and requires each director to beneficially own our common stock equal in value to five times the director’s annual base cash retainer. Shares held directly by the director will be considered in ownership calculations as well as other beneficial ownership of our common stock by a spouse or other immediate family member residing in the director’s household. A director is allowed five years commencing January 1 of the year following the year of the director’s initial election to the board to meet the requirements. For further details on our director’s stock ownership, see the section of this information statement entitled “Security Ownership of Certain Beneficial Owners and Management—Stock Ownership of Directors and Executive Officers.”

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EVERUS CONSTRUCTION GROUP, INC. LONG-TERM PERFORMANCE-BASED INCENTIVE PLAN

The material terms of the Everus Construction Group, Inc. Long-Term Performance-Based Incentive Plan (the “Plan”) are summarized below. This summary does not contain all information about the Plan. This summary is qualified in its entirety by reference to, and should be read together with the full text of the Plan.

Purpose of the Plan

The purpose of the Plan is to promote the success and enhance the value of Everus by linking the personal interests of directors, officers, employees, and consultants to those of our stockholders and customers. The Plan is further intended to provide flexibility in our ability to motivate, attract, and retain the services of participants upon whose judgment, interest, and special effort the successful conduct of our operations largely depends.

Plan Administration

The Plan is administered by the Everus compensation committee or by any other committee appointed by the Everus board of directors. Subject to the terms of the Plan, the Everus compensation committee has full power under the Plan to determine persons to receive awards, the size and type of awards, and their terms. The Everus compensation committee may amend outstanding awards subject to restrictions stated in the Plan. The Everus compensation committee also has the power to construe and interpret the Plan.

Shares Available for Awards

Subject to adjustment for changes in capitalization, there are approximately 3,000,000 shares of Everus common stock, in the aggregate, that are authorized for delivery pursuant to awards granted under the Plan. Shares withheld from an award to satisfy tax withholding obligations are counted as shares issued under the Plan. Shares that are potentially deliverable under an award that expires or is canceled, forfeited, settled in cash, or otherwise settled without the delivery of shares are not treated as having been issued under the Plan. Shares underlying lapsed or forfeited restricted stock awards are not treated as having been issued under the Plan.

Individual Limitations

Subject to adjustment pursuant to the anti-dilution provisions in the Plan, (i) the total number of shares subject to stock-based awards granted in any calendar year to any participant shall not exceed 500,000 shares, and (ii) the maximum amount of the cash awards that may be granted in any calendar year to any participant shall not exceed $6,000,000. Subject to adjustment pursuant to the anti-dilution provisions in the Plan, the maximum value of shares of Everus common stock that may be granted pursuant to awards to any non-employee director under the Plan in any calendar year is $350,000 as of the date of grant.

Sources of Shares

Shares issued under the Plan may be authorized but unissued shares of common stock, treasury stock, or shares purchased on the open market.

Eligible Participants

Directors, officers, employees, and consultants (including any prospective directors, officers, employees and consultants) of Everus and its affiliates are eligible to receive awards under the Plan. Employees covered by any collective bargaining agreement to which Everus or any of its subsidiaries is a party are not eligible.

Change in Capitalization

In the event of any equity restructuring such as a stock dividend, stock split, spinoff, rights offering, or recapitalization through a large, nonrecurring cash dividend, the Everus compensation committee will cause an equitable adjustment to be made (i) in the number and kind of shares that may be delivered under the Plan, (ii) in the individual limitations set forth in the Plan, and (iii) with respect to outstanding awards, in the number and kind of shares subject to outstanding awards, price of shares subject to outstanding awards, any performance goals relating

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to shares, the market price of shares, or per-share results, and other terms and conditions of outstanding awards, in the case of (i), (ii), and (iii) to prevent dilution or enlargement of rights. In the event of any other change in corporate capitalization, such as a merger, consolidation, or liquidation, the Everus compensation committee may, in its sole discretion, cause an equitable adjustment as described in the foregoing sentence to be made, to prevent dilution or enlargement of rights. The number of shares subject to any award will always be rounded down to a whole number when adjustments are made pursuant to these provisions of the Plan. Adjustments made by the Everus compensation committee pursuant to these provisions are final, binding, and conclusive.

Types of Awards under the Plan

Included below is a general description of the types of awards that the Everus compensation committee may make under the Plan. The Everus compensation committee will determine the terms and conditions of awards on a grant-by-grant basis, subject to limitations contained in the Plan.

Restricted Stock. Restricted stock may be granted in such amounts and subject to such terms and conditions as determined by the Everus compensation committee, including time-based or performance-based vesting restrictions. Participants holding restricted stock may exercise full voting rights with respect to those shares during the restricted period and, subject to the Everus compensation committee’s right to determine otherwise at the time of grant, will receive regular cash dividends. All other distributions paid with respect to the restricted stock will be credited subject to the same restrictions on transferability and forfeitability as the shares of restricted stock with respect to which they were paid.

Restricted Stock Unit. Restricted stock units may be granted in the amounts and subject to such terms and conditions as determined by the Everus compensation committee, including time-based or performance-based vesting restrictions. A restricted stock unit is an unsecured promise to transfer a share or equivalent cash at a specified future date, such as a fixed number of years, retirement or other termination of employment (which date may be later than the vesting date of the award at which time the right to receive the share becomes non-forfeitable). A participant to whom restricted stock units are awarded has no rights as a shareholder with respect to the shares represented by the restricted stock units unless and until shares are actually delivered to the participant in settlement of the award. Dividend equivalents may also be granted.

Other Awards. The Everus Company compensation committee may make other awards which may include, without limitation, the grant of fully vested shares of common stock, grant of shares of common stock based upon attainment of performance goals established by the committee, the payment of shares in lieu of cash, the payment of cash based on attainment of performance goals, and the payment of shares in lieu of cash under our other incentive or bonus programs.

Assumed MDU Resources Awards

Notwithstanding any provisions in the Plan to the contrary, each award that is granted by Everus pursuant to the adjustment of an outstanding MDU Resources equity award in connection with the distribution shall be subject to the terms and conditions of the equity compensation plan and award agreement to which such award was subject immediately prior to the distribution, subject to the adjustment of such award by the MDU Resources compensation committee and the terms of the employee matters agreement.

Minimum Vesting Requirements

Under the Plan, the minimum vesting period for stock-based awards that have either performance-based vesting or no performance-based vesting characteristics is at least one year. Vesting may occur ratably each month, quarter, or anniversary of the grant date. The Everus compensation committee does not have discretion to accelerate vesting of full value awards except in the event of a change in control of the company or similar transaction, or the death, disability, or termination of employment of a participant. The Everus compensation committee may grant a “de minimis” number of stock-based awards that have a shorter vesting period and may grant awards to non-employee directors that are fully vested. For this purpose, “de minimis” means 5 percent of the shares, subject to adjustment pursuant to the anti-dilution provisions in the Plan. Such minimum vesting period does not apply to equity-based

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compensation awards issued in connection with the adjustment of outstanding MDU Resources equity-based compensation awards upon the distribution.

Termination of Employment

Each award agreement will set forth the participant’s rights with respect to each award following termination of employment.

Transferability

Except as otherwise determined by the Everus compensation committee and set forth in the award agreement and subject to the provisions of the Plan, awards under the Plan may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution, and a participant’s rights with respect to an award shall be exercisable only by the participant or the participant’s legal representative during his or her lifetime.

Change in Control

Unless otherwise provided in an award agreement, in the event of a change in control of Everus, all awards under the Plan will vest if they are not replaced in connection with the change in control by awards that meet certain requirements specified in the Plan (such awards, “replacement awards”). If awards are replaced in connection with the change in control with replacement awards, then those replacement awards will remain outstanding and eligible to vest in accordance with their terms. The Plan defines “change in control” as:

•the acquisition by an individual, entity, or group of 20% or more of the outstanding common stock of Everus;

•a change in a majority of the board of directors of Everus since the effective date of the Plan without the approval of a majority of the board members as of the effective date of the Plan, or whose election was approved by such board members;

•consummation of a merger or similar transaction or sale of all or substantially all of the assets of Everus, unless (a) the stockholders of Everus immediately prior to the transaction beneficially own more than 60% of the outstanding common stock and voting power of the resulting corporation in substantially the same proportions as before the merger, (b) no person owns 20% or more of the resulting corporation’s outstanding common stock or voting power except for any such ownership that existed before the merger, and (c) at least a majority of the board of the resulting corporation is comprised of directors of Everus as of immediately prior to the transaction; or

•stockholder approval of a complete liquidation or dissolution of Everus.

Accounting Restatements

The Plan provides that if Everus is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirements under the securities laws, Everus or the Everus compensation committee may, or shall if required, take action to recover incentive-based compensation from specific executive officers in accordance with our guidelines or policies, as they may be amended or substituted from time to time, and in accordance with applicable law and applicable rules of the Securities and Exchange Commission and the New York Stock Exchange.

Amendment, Modification and Termination

The Everus board of directors may, at any time and from time to time, alter, amend, suspend, or terminate the Plan, in whole or in part, provided that no amendment will be made without stockholder approval if such approval would be required by the rules of the stock exchange on which Everus is then listed. No termination, amendment or modification of the Plan may adversely affect in any material way any award previously granted under the Plan,

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without the written consent of the participant holding such award, unless such termination, modification or amendment is required by applicable law.

Effective Date and Duration

Prior to the distribution, it is expected that the Plan will be approved by the Everus board of directors and by MDU Resources as the sole shareholder of Everus. The Plan will remain in effect, subject to the right of the Everus board of directors to terminate the Plan at any time, until all shares subject to the Plan have been issued.

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CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

Agreements with MDU Resources

Following the separation and distribution, Everus and MDU Resources will operate separately, each as an independent public company. Prior to the distribution, Everus will enter into a separation and distribution agreement with MDU Resources. Everus will also enter into various other agreements to provide a framework for its relationship with MDU Resources after the separation and distribution, such as a transition services agreement, a tax matters agreement and an employee matters agreement. These agreements will provide for the allocation between Everus and MDU Resources of MDU Resources’ assets, employees, liabilities and obligations (including investments; property, including intellectual property; employee benefits; and tax-related assets and liabilities) associated with Everus Construction and will govern certain relationships between Everus and MDU Resources after the separation and distribution. The agreements listed above will be filed as exhibits to the registration statement on Form 10, of which this information statement is a part.

The summaries of each of the agreements listed above are qualified in their entireties by reference to the full text of the applicable agreements, which are incorporated by reference into this information statement.

Separation and Distribution Agreement

Transfer of Assets and Assumption of Liabilities

The separation and distribution agreement will identify the assets to be transferred to, the liabilities to be assumed by and the contracts to be assigned to each of Everus and MDU Resources as part of the separation, and provide for when and how these transfers, assumptions and assignments will occur. In particular, the separation agreement will provide that, among other things and subject to the terms and conditions therein:

•certain assets (whether tangible or intangible) primarily related to, or included on the balance sheet of, Everus, which are referred to as the “Everus Assets,” will be retained by or transferred to Everus or one of its subsidiaries;

•certain liabilities primarily related to, or included on the balance sheet of, Everus, which are referred to as the “Everus Liabilities,” will be retained by or transferred to Everus or one of its subsidiaries; and

•all of the assets and liabilities (including whether accrued, contingent or otherwise) other than the Everus Assets and Everus Liabilities (such assets and liabilities, other than the Everus Assets and the Everus Liabilities, referred to as the “MDU Resources Assets” and “MDU Resources Liabilities,” respectively) will be retained by or transferred to MDU Resources or one of its subsidiaries (other than Everus or its subsidiaries).

Except as expressly set forth in the separation and distribution agreement or any ancillary agreement, neither Everus nor MDU Resources will make any representation or warranty as to (1) the assets, businesses or liabilities transferred or assumed as part of the separation, (2) any approvals or notifications required in connection with the transfers, (3) the value of or the freedom from any security interests of any of the assets transferred, (4) the absence or presence of any defenses or right of setoff or freedom from counterclaim with respect to any claim or other asset of either Everus or MDU Resources, or (5) the legal sufficiency of any assignment, document or instrument delivered to convey title to any asset or thing of value to be transferred in connection with the separation. All assets will be transferred on an “as is,” “where is” basis, and the respective transferees will bear the economic and legal risks that any conveyance will prove to be insufficient to vest in the transferee good and marketable title, free and clear of all security interests, and that any necessary consents or governmental approvals are not obtained or that any requirements of laws, agreements, security interests or judgments are not complied with.

Information in this information statement with respect to the assets and liabilities of the parties following the distribution is presented based on the allocation of such assets and liabilities pursuant to the separation and distribution agreement, unless the context otherwise requires. The separation and distribution agreement will provide that, in the event that the transfer or assignment of certain assets and liabilities to Everus or MDU Resources, as

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applicable, does not occur prior to the separation, then until such assets or liabilities are able to be transferred or assigned, Everus or MDU Resources, as applicable, will hold such assets on behalf and for the benefit of the other party and will pay, perform and discharge such liabilities, for which the other party will reimburse Everus or MDU Resources, as applicable, for all commercially reasonable payments made in connection with the performance and discharge of such liabilities.

The Distribution

The separation agreement will also govern the rights and obligations of the parties regarding the distribution following the completion of the separation. On the distribution date, MDU Resources will distribute to its stockholders that hold shares of MDU Resources common stock as of the record date 100% of the issued and outstanding shares of Everus common stock on a pro rata basis. Stockholders will receive cash in lieu of any fractional shares.

Conditions to the Distribution

The separation agreement will provide that the distribution is subject to satisfaction (or waiver by MDU Resources in its sole discretion) of certain conditions. These conditions are described under “The Separation and Distribution—Conditions to the Distribution.” MDU Resources has the sole and absolute discretion to determine (and change) the terms of, and to determine whether to proceed with, the distribution and, to the extent it determines to so proceed, to determine the record date for the distribution, the distribution date and the distribution ratio.

Financing

In connection with the separation and distribution, Everus anticipates that it will enter into a five-year credit agreement, whereby Everus will have the capacity to incur indebtedness in an aggregate principal amount of up to $525 million. Such indebtedness is expected to consist of $300 million in aggregate principal amount of term loans and a $225 million revolving credit facility, under which Everus expects to have $40 million outstanding as of the separation date based on projected working capital needs. Everus expects that a portion of the net proceeds of such indebtedness will be used to repay its outstanding indebtedness with MDU Resources. A portion of the proceeds remaining after the repayment of intercompany indebtedness will be distributed to MDU Resources, with the remainder being retained by Everus.

Claims

In general, each party to the separation agreement will assume liability for all pending, threatened and unasserted legal matters related to its own business or its assumed or retained liabilities and will indemnify the other party for any liability to the extent arising out of or resulting from such assumed or retained legal matters.

Releases

The separation agreement will provide that Everus and its affiliates will release and discharge MDU Resources and its affiliates from all liabilities assumed by Everus as part of the separation, from all acts and events occurring or failing to occur, and all conditions existing, on or before the distribution date relating to its business, the Everus Assets and the Everus Liabilities, and from all liabilities existing or arising in connection with the implementation of the separation, except as expressly set forth in the separation agreement. MDU Resources and its affiliates will release and discharge Everus and its affiliates from all liabilities retained by MDU Resources and its affiliates as part of the separation, from all acts and events occurring or failing to occur, and all conditions existing, on or before the distribution date arising from the MDU Resources retained business, the MDU Resources Assets and the MDU Resources Liabilities, and from all liabilities existing or arising in connection with the implementation of the separation, except as expressly set forth in the separation agreement.

These releases will not extend to obligations or liabilities under any agreements between the parties that remain in effect following the separation, which agreements include, but are not limited to, the separation agreement, the transition services agreement, the tax matters agreement, the employee matters agreement and certain other agreements, including the transfer of documents in connection with the separation.

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Indemnification

In the separation agreement, Everus will agree to indemnify, defend and hold harmless MDU Resources, each of its affiliates and each of their respective directors, officers, employees and agents, from and against all liabilities relating to, arising out of or resulting from:

•the Everus Liabilities;

•the failure of Everus or any other person to pay, perform or otherwise promptly discharge any of the Everus Liabilities, in accordance with their respective terms, whether prior to, at or after the distribution;

•except to the extent relating to an MDU Resources Liability, any guarantee, indemnification or contribution obligation for Everus’ benefit by MDU Resources that survives the distribution;

•any breach by Everus of the separation agreement or any of the ancillary agreements; and

•any untrue statement or alleged untrue statement or omission or alleged omission of material fact in the registration statement, of which this information statement forms a part, or in this information statement (as amended or supplemented), other than any such statements or omissions directly relating to information regarding MDU Resources, provided to Everus by MDU Resources, for inclusion therein.

In the separation agreement, MDU Resources will agree to indemnify, defend and hold harmless Everus, each of its affiliates and each of their respective directors, officers, employees and agents from and against all liabilities relating to, arising out of or resulting from:

•the MDU Resources Liabilities;

•the failure of MDU Resources or any other person to pay, perform or otherwise promptly discharge any of the MDU Resources Liabilities, in accordance with their respective terms, whether prior to, at or after the distribution;

•except to the extent relating to an Everus Liability, any guarantee, indemnification or contribution obligation for the benefit of MDU Resources’ by Everus that survives the distribution;

•any breach by MDU Resources of the separation agreement or any of the ancillary agreements; and

•any untrue statement or alleged untrue statement or omission or alleged omission of a material fact directly relating to information regarding MDU Resources, provided to Everus by MDU Resources, for inclusion in the registration statement, of which this information statement forms a part, or in this information statement (as amended or supplemented).

The separation agreement will also establish procedures with respect to claims subject to indemnification and related matters. Indemnification with respect to taxes, and the procedures related thereto, will be governed by the tax matters agreement.

Insurance

The separation agreement will provide for the allocation between the parties of rights and obligations under existing insurance policies with respect to occurrences prior to the distribution date and sets forth procedures for the administration of insured claims and addresses certain other insurance matters.

Further Assurances

In addition to the actions specifically provided for in the separation agreement, except as otherwise set forth therein or in any ancillary agreement, both Everus and MDU Resources will agree in the separation agreement to use reasonable best efforts, prior to, on and after the distribution date, to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws, regulations and agreements to

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consummate and make effective the transactions contemplated by the separation agreement and the ancillary agreements.

Dispute Resolution

The separation agreement will contain provisions that govern, except as otherwise provided in any ancillary agreement, the resolution of disputes, controversies or claims that may arise between MDU Resources and Everus related to the separation or distribution. These provisions will contemplate that efforts will be made to resolve disputes, controversies and claims by elevation of the matter to executives of MDU Resources and Everus. If such efforts are not successful, either Everus or MDU Resources may submit the dispute, controversy or claim to nonbinding mediation and if such efforts are still not successful, to binding arbitration, subject to the provisions of the separation agreement. The parties may also commence litigation in certain circumstances described in the separation agreement.

Expenses

Except as expressly set forth in the separation agreement or in any ancillary agreement, all costs and expenses incurred in connection with the separation and distribution, including costs and expenses relating to legal counsel, tax and financial advisors and accounting advisory work related to the separation and distribution, will be paid by the party incurring such cost and expense.

Other Matters

Other matters governed by the separation agreement will include approvals and notifications of transfer, termination of intercompany agreements, treatment of shared contracts, financial information certifications, access to financial and other information, confidentiality, financing arrangements and treatment of outstanding guarantees and similar credit support.

Amendment and Termination

The separation agreement will provide that it may be terminated, and the separation and distribution may be amended, modified or abandoned, at any time prior to the distribution date in the sole discretion of MDU Resources without the approval of any person, including Everus.

The separation agreement will provide that no provision of the separation agreement or any ancillary agreement may be waived, amended, supplemented or modified by a party without the written consent of the party against whom it is sought to enforce such waiver, amendment, supplement or modification.

In the event of a termination of the separation agreement, no party, nor any of its directors, officers or employees, will have any liability of any kind to the other party or any other person. After the distribution date, the separation agreement may not be terminated, except by an agreement in writing signed by both MDU Resources and Everus.

Transition Services Agreement

Everus and MDU Resources will enter into a transition services agreement prior to the distribution pursuant to which MDU Resources will provide certain services to Everus and Everus will provide services to MDU Resources, on an interim, transitional basis. The services to be provided will include tax, legal, treasury, human resources, information technology, risk management and other general and administrative functions. The services will be provided in a manner consistent with past practices or otherwise how such services are currently performed within MDU Resources. The pricing is expected to be on a cost or cost-plus basis (based on actual costs incurred by the party rendering the services plus a fixed percentage) or an hourly rate. The party receiving each transition service will be provided with reasonable information that supports the charges for such transition service by the party providing the service.

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The services will commence on the distribution date and terminate no later than 24 months following the distribution date. The receiving party may terminate any services by giving prior written notice to the provider of such services and paying any applicable wind-down charges.

Subject to certain exceptions, the liability of MDU Resources and Everus under the transition services agreement for the services they provide will generally be limited to the aggregate charges actually paid to such provider by the recipient in the prior 12 months (or such shorter period if 12 months have not elapsed) pursuant to the transition services agreement. The transition services agreement also will provide that the provider of a service will not be liable to the recipient of such service for any lost profits, special, indirect, incidental, consequential, punitive, exemplary, remote, speculative or similar damages.

Tax Matters Agreement

Everus and MDU Resources will enter into a tax matters agreement prior to the distribution that will govern the parties’ respective rights, responsibilities and obligations after the distribution with respect to taxes (including taxes arising in the ordinary course of business and taxes, if any, incurred as a result of any failure of the distribution and certain related transactions to qualify as tax-free for U.S. federal income tax purposes), tax attributes, the preparation and filing of tax returns, tax elections, the control of audits and other tax proceedings and assistance and cooperation in respect of tax matters.

The tax matters agreement will also impose certain restrictions on Everus and its subsidiaries (including, among others, restrictions on share issuances, business combinations, sales of assets and similar transactions) designed to preserve the tax-free status of the distribution and certain related transactions. The tax matters agreement will provide special rules that allocate tax liabilities in the event the distribution, together with certain related transactions, is not tax-free. In general, under the tax matters agreement, each party is expected to be responsible for any taxes imposed on MDU Resources or Everus that arise from the failure of the distribution, together with certain related transactions, to qualify as a transaction that is generally tax-free under Sections 355 and 368(a)(1)(D) and certain other relevant provisions of the Code, to the extent that the failure to so qualify is attributable to actions, events or transactions relating to such party’s respective stock, assets or business, or a breach of the relevant representations or covenants made by that party in the tax matters agreement. However, if such failure was the result of any acquisition of Everus’ shares or assets, Everus generally will be responsible for all taxes imposed as a result of such acquisition or breach.

As discussed below under the heading “Material U.S. Federal Income Tax Consequences,” notwithstanding receipt by MDU Resources of the IRS private letter ruling and the opinion(s) of tax advisors, the IRS could assert that the distribution or certain related transactions do not qualify for tax-free treatment for U.S. federal income tax purposes. If the IRS was successful in taking this position, Everus, MDU Resources and MDU Resources stockholders could be subject to significant U.S. federal income tax liability. In addition, certain events that may or may not be within the control of MDU Resources or Everus could cause the distribution and certain related transactions to fail to qualify for tax-free treatment for U.S. federal income tax purposes. Depending on the circumstances, Everus may be required to indemnify MDU Resources for taxes and certain related amounts resulting from the distribution and certain related transactions not qualifying as tax-free.

Employee Matters Agreement

Everus and MDU Resources will enter into an employee matters agreement prior to the distribution to allocate liabilities and responsibilities relating to employment matters, employee compensation and benefits plans and programs and other related matters. The employee matters agreement will govern certain compensation and employee benefit obligations with respect to the current and former employees and non-employee directors of each company.

The employee matters agreement will provide that, unless otherwise specified, MDU Resources will be responsible for liabilities associated with employees who will be employed by MDU Resources following the separation, former employees whose last employment was with the MDU Resources businesses, and Everus will be responsible for liabilities associated with employees who will be employed by Everus following the separation and former employees whose last employment was with Everus’ businesses.

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The employee matters agreement will also govern the terms of equity-based awards granted by MDU Resources prior to the distribution. See “The Separation and Distribution—Treatment of Equity-Based Compensation.”

Other Related-Party Transactions

In the normal course of business, MDU Resources, Centennial and Everus enter into intercompany receivables and payables arrangements as part of MDU Resources’ cash management program. MDU Resources, Centennial and Everus expect to settle intercompany receivables and payables involving Everus on or prior to consummation of the separation, and Everus expects to implement its own cash management program post-separation. See Note 16 – Related-Party Transactions to the historical consolidated financial statements included elsewhere in this information statement for further information.

Procedures for Approval of Related Person Transactions

Everus’ board of directors is expected to adopt a written policy on related person transactions. The policy will apply to any transaction or series of transactions in which Everus or a subsidiary is a participant, the amount involved exceeds $120,000 and a “related person” (as defined in Item 404(a) of SEC Regulation S-K) has a direct or indirect material interest; provided, however, that Everus’ board of directors is expected to determine that certain transactions not required to be reported pursuant to Item 404(a) of SEC Regulation S-K are not considered to be transactions covered by the policy. This policy will be posted to the corporate governance section of Everus’ investor relations website (www.everus.com) as of the distribution date.

Under this policy, the Chief Legal Officer of Everus must advise the Audit Committee of any related person transaction of which he or she becomes aware. The Audit Committee must then either approve or reject the transaction in accordance with the terms of the policy. In the course of making this determination, the Audit Committee will consider all relevant information available to it and, as appropriate, take into consideration the size of the transaction and the amount payable to the related person; the nature of the interest of the related person in the transaction; whether the transaction may involve a conflict of interest; the purpose, and the potential benefits to Everus, of the transaction; whether the transaction was undertaken in the ordinary course of business; and whether the transaction involved the provision of goods or services to Everus that are available from unaffiliated third parties and, if so, whether the transaction is on terms and made under circumstances that are at least as favorable to Everus as would be available in comparable transactions with or involving unaffiliated third parties.

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MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES

The following is a discussion of material U.S. federal income tax consequences of the distribution of Everus common stock to “U.S. holders” (as defined below) of MDU Resources common stock. This discussion is based on the Code, U.S. Treasury regulations promulgated thereunder and judicial and administrative interpretations thereof, all as in effect on the date of this information statement, and all of which are subject to differing interpretations and change at any time, possibly with retroactive effect. No assurance can be given that the IRS would not assert, or that a court would not sustain, a position contrary to any of the tax consequences described below. This discussion applies only to U.S. holders of shares of MDU Resources common stock who hold such shares as a capital asset within the meaning of Section 1221 of the Code (generally, property held for investment).

The distribution is conditioned upon the receipt by MDU Resources of a private letter ruling from the IRS and one or more opinions from its tax advisors, in each case, satisfactory to the MDU Resources board of directors, regarding certain U.S. federal income tax matters relating to the separation and the distribution. MDU Resources has applied for a private letter ruling from the IRS.

This discussion assumes that the distribution, together with certain related transactions, will be consummated in accordance with the separation and distribution agreement and the other separation-related agreements that MDU Resources and Everus will enter into prior to the distribution and as described in this information statement, and that the IRS takes no position inconsistent with the opinion(s) described above. This discussion is not a complete description of all U.S. federal income tax consequences of the separation and the distribution, nor does it address the effects of any state, local or non-U.S. tax laws or U.S. federal tax laws other than those relating to income taxes. The distribution may be taxable under such other tax laws and all holders should consult their own tax advisors with respect to the applicability and effect of any such tax laws. This discussion does not discuss all aspects of U.S. federal income taxation that may be relevant to a particular holder in light of its particular circumstances or to holders subject to special rules under the Code (including, but not limited to, insurance companies; tax-exempt organizations; financial institutions; broker-dealers; partners in partnerships that hold MDU Resources or Everus common stock; pass-through entities (or investors therein); traders in securities who elect to apply a mark-to-market method of accounting; holders who hold MDU Resources or Everus common stock as part of a “hedge,” “straddle,” “conversion,” “synthetic security,” “integrated investment” or “constructive sale transaction;” individuals who receive Everus common stock upon the exercise of employee stock options or otherwise as compensation; holders who are liable for alternative minimum tax; or any holders who actually or constructively own more than 5% of MDU Resources common stock). This discussion also does not address any tax consequences arising under the unearned Medicare contribution tax pursuant to the Health Care and Education Reconciliation Act of 2010 nor does it address any tax consequences arising under the corporate book minimum tax or the stock buyback tax of the Inflation Reduction Act of 2022. If a partnership, including for this purpose any entity or arrangement that is treated as a partnership for U.S. federal income tax purposes, holds MDU Resources common stock, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. An investor that is a partnership and the partners in such partnership should consult their tax advisors about the U.S. federal income tax consequences of the distribution.

For purposes of this discussion, a “U.S. holder” is any beneficial owner of MDU Resources common stock that is, for U.S. federal income tax purposes:

•an individual who is a citizen or a resident of the United States;

•a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, created or organized under the laws of the United States, any state thereof or the District of Columbia;

•an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or

•a trust, if (i) a court within the United States is able to exercise primary supervision over its administration and one or more United States persons have the authority to control all of its substantial decisions; or (ii) it has a valid election in place under applicable United States Treasury Regulations to be treated as a U.S. person.

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THIS DISCUSSION IS FOR GENERAL INFORMATION PURPOSES ONLY, AND IS NOT INTENDED TO BE, AND SHOULD NOT BE CONSTRUED TO BE, LEGAL OR TAX ADVICE TO ANY PARTICULAR STOCKHOLDER. YOU SHOULD CONSULT YOUR OWN TAX ADVISOR REGARDING THE SPECIFIC TAX CONSEQUENCES TO YOU OF THE DISTRIBUTION, INCLUDING THE APPLICABILITY AND EFFECT OF U.S. FEDERAL, STATE AND LOCAL AND FOREIGN TAX LAWS, IN LIGHT OF YOUR PARTICULAR CIRCUMSTANCES AND THE EFFECT OF POSSIBLE CHANGES IN LAW THAT MIGHT AFFECT THE TAX CONSEQUENCES DESCRIBED IN THIS INFORMATION STATEMENT.

The IRS private letter ruling and the opinion(s) of tax advisors will be based upon and rely on, among other things, various facts and assumptions, as well as certain representations, statements and undertakings of Everus and MDU Resources (including those relating to the past and future conduct of Everus and MDU Resources). If any of these representations, statements or undertakings is, or becomes, inaccurate or incomplete, or if Everus or MDU Resources breach any of their respective representations or covenants contained in any of the separation-related agreements and documents or in any documents relating to the IRS private letter ruling and/or the opinion(s) of tax advisors, such IRS private letter ruling and/or the opinion(s) of tax advisors may be invalid and the conclusions reached therein could be jeopardized.

Notwithstanding receipt by MDU Resources of the IRS private letter ruling and the opinion(s) of tax advisors, the IRS could determine that the distribution and/or certain related transactions should be treated as taxable transactions for U.S. federal income tax purposes if it determines that any of the representations, assumptions or undertakings upon which the IRS private letter ruling or the opinion(s) of tax advisors were based are false or have been violated. In addition, neither the IRS private letter ruling nor the opinion(s) of tax advisors will address all of the issues that are relevant to determining whether the distribution, together with certain related transactions, qualifies as a transaction that is generally tax-free for U.S. federal income tax purposes. An opinion of a tax advisor represents the judgment of such tax advisor and is not binding on the IRS or any court, and the IRS or a court may disagree with the conclusions in the opinion(s) of tax advisors. Accordingly, notwithstanding receipt by MDU Resources of the IRS private letter ruling and the opinion(s) of tax advisors, there can be no assurance that the IRS will not assert that the distribution and/or certain related transactions do not qualify for tax-free treatment for U.S. federal income tax purposes or that a court would not sustain such a challenge. In the event the IRS were to prevail in such challenge, MDU Resources, Everus and MDU Resources stockholders could be subject to significant U.S. federal income tax liability. Please refer to “—Material U.S. Federal Income Tax Consequences if the Distribution is Taxable” below.

It is expected that, for U.S. federal income tax purposes:

•Subject to the discussion below regarding Section 355(e) of the Code, neither Everus nor MDU Resources will recognize any gain or loss upon the separation and the distribution of Everus common stock, and no amount will be includable in the income of MDU Resources or Everus as a result of the separation and the distribution other than taxable income or gain possibly arising with respect to the retained shares of Everus, from internal reorganizations undertaken in connection with the separation and distribution or with respect to any items required to be taken into account under U.S. Treasury Regulations relating to consolidated federal income tax returns.

•No gain or loss will be recognized by (and no amount will be included in the income of) U.S. holders of MDU Resources common stock upon the receipt of Everus common stock in the distribution, except with respect to any cash received in lieu of fractional shares of Everus common stock (as described below).

•The aggregate tax basis of the MDU Resources common stock and Everus common stock received in the distribution (including any fractional share interest in Everus common stock for which cash is received) in the hands of each U.S. holder of MDU Resources common stock immediately after the distribution will equal the aggregate tax basis of MDU Resources common stock held by the U.S. holder immediately before the distribution, allocated between the MDU Resources common stock and Everus common stock (including any fractional share interest in Everus common stock for which cash is received) in proportion to the relative fair market value of each on the date of the distribution.

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•The holding period of Everus common stock received by each U.S. holder of MDU Resources common stock in the distribution (including any fractional share interest in Everus common stock for which cash is received) will generally include the holding period at the time of the distribution for the MDU Resources common stock with respect to which the distribution is made.

A U.S. holder who receives cash in lieu of a fractional share of Everus common stock in the distribution will be treated as having sold such fractional share for cash, and will recognize capital gain or loss in an amount equal to the difference between the amount of cash received and such U.S. holder’s adjusted tax basis in such fractional share. Such gain or loss will be long-term capital gain or loss if the U.S. holder’s holding period for its MDU Resources common stock exceeds one year at the time of distribution.

If a U.S. holder of MDU Resources common stock holds different blocks of MDU Resources common stock (generally shares of MDU Resources common stock purchased or acquired on different dates or at different prices), such holder should consult its tax advisor regarding the determination of the basis and holding period of shares of Everus common stock received in the distribution in respect of particular blocks of MDU Resources common stock.

U.S. Treasury Regulations require certain U.S. holders who receive shares of Everus common stock in the distribution to attach to such U.S. holder’s federal income tax return for the year in which the distribution occurs a detailed statement setting forth certain information relating to the tax-free nature of the distribution.

Material U.S. Federal Income Tax Consequences if the Distribution is Taxable.

As discussed above, notwithstanding receipt by MDU Resources of the IRS private letter ruling and the opinion(s) of tax advisors, the IRS could assert that the distribution does not qualify for tax-free treatment for U.S. federal income tax purposes. If the IRS were successful in taking this position, some or all of the consequences described above would not apply and MDU Resources, Everus and MDU Resources stockholders could be subject to significant U.S. federal income tax liability. In addition, certain events that may or may not be within the control of MDU Resources or Everus could cause the distribution and certain related transactions to fail to qualify for tax-free treatment for U.S. federal income tax purposes. Depending on the circumstances, Everus may be required to indemnify MDU Resources for taxes (and certain related amounts) resulting from the distribution and certain related transactions not qualifying as tax-free.

If the distribution fails to qualify as a tax-free transaction for U.S. federal income tax purposes, in general, MDU Resources would recognize taxable gain as if it had sold Everus common stock in a taxable sale for its fair market value (unless MDU Resources and Everus jointly make an election under Section 336(e) of the Code with respect to the distribution, in which case, in general, (i) MDU Resources would recognize taxable gain as if Everus had sold all of its assets in a taxable sale in exchange for an amount equal to the fair market value of Everus common stock and the assumption of all of its liabilities and (ii) Everus would obtain a related step-up in the basis of its assets) and MDU Resources stockholders who receive Everus common stock in the distribution would be subject to tax as if they had received a taxable distribution equal to the fair market value of Everus common stock.

Even if the distribution were otherwise to qualify as tax-free under Sections 355 and 368(a)(1)(D) of the Code, it may result in taxable gain to MDU Resources under Section 355(e) of the Code if the distribution were deemed to be part of a plan (or series of related transactions) pursuant to which one or more persons acquire, directly or indirectly, shares representing a 50% or greater interest (by vote or value) in MDU Resources or Everus. For this purpose, any acquisitions of the shares of MDU Resources or Everus within the period beginning two years before the distribution and ending two years after the distribution are presumed to be part of such a plan, although Everus or MDU Resources may be able to rebut that presumption.

In connection with the distribution, Everus and MDU Resources will enter into a tax matters agreement pursuant to which Everus will be responsible for certain liabilities and obligations following the distribution. In general, under the tax matters agreement, each party is expected to be responsible for any taxes imposed on MDU Resources or Everus that arise from the failure of the distribution, together with certain related transactions, to qualify as a transaction that is generally tax-free under Sections 355 and 368(a)(1)(D) and certain other relevant provisions of the Code (including as a result of Section 355(e) of the Code), to the extent that the failure to so qualify is attributable to actions, events or transactions relating to such party’s respective stock, assets or business, or

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a breach of the relevant representations or covenants made by that party in the tax matters agreement. However, if such failure was the result of any acquisition of Everus’ shares or assets, Everus generally will be responsible for all taxes imposed as a result of such acquisition or breach. Everus’ indemnification obligations to MDU Resources under the tax matters agreement are not expected to be limited in amount or subject to any cap. If Everus is required to pay any taxes or indemnify MDU Resources and its subsidiaries and their respective officers and directors under the circumstances set forth in the tax matters agreement, Everus may be subject to substantial liabilities.

Backup Withholding and Information Reporting

Payments of cash to U.S. holders of MDU Resources common stock in lieu of fractional shares of Everus common stock may be subject to information reporting and backup withholding (currently, at a rate of 24%), unless such U.S. holder delivers a properly completed IRS Form W-9 certifying such U.S. holder’s correct taxpayer identification number and certain other information, or otherwise establishing a basis for exemption from backup withholding. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be refunded or credited against a U.S. holder’s U.S. federal income tax liability provided that the required information is timely furnished to the IRS.

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DESCRIPTION OF MATERIAL INDEBTEDNESS

The following summary sets forth information based on Everus’ current expectations about the financing arrangements anticipated to be entered into in connection with the separation and distribution. However, Everus has not yet entered into any definitive agreements with respect to such financing arrangements and, accordingly, the terms of such financing arrangements have not yet been determined, remain under discussion and are subject to change, including as a result of market conditions.

In connection with the separation and distribution, Everus anticipates that it will enter into a five-year credit agreement, whereby Everus will have the capacity to incur indebtedness in an aggregate principal amount of up to $525 million. Such indebtedness is expected to consist of $300 million in aggregate principal amount of term loans and a $225 million revolving credit facility, under which Everus expects to have $40 million outstanding as of the separation date based on projected working capital needs.

Everus expects that a portion of the net proceeds of such indebtedness will be used to repay its outstanding indebtedness with MDU Resources, which consists of $200,456 thousand in Related-party notes payable and $1,154 thousand of accrued interest in Due to related-party on the historical unaudited condensed consolidated balance sheet as of June 30, 2024. In addition, expected proceeds of $88,390 thousand remaining after the repayment of intercompany indebtedness would be distributed to MDU Resources and reflected in Retained earnings, with $42,650 thousand being retained by Everus and reflected in Cash and cash equivalents.

Prior to the effectiveness of the registration statement, of which this information statement forms a part, information regarding the foregoing financing arrangements will be included in an amendment to this information statement.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Before the separation and distribution, all of the outstanding shares of Everus common stock will be owned beneficially and of record by MDU Resources. Following the separation and distribution, Everus expects to have outstanding an aggregate of approximately [          ] million shares of common stock based upon approximately [          ] million shares of MDU Resources common stock outstanding on [          ], excluding treasury shares and assuming no exercise of any shares issued under MDU Resources equity awards, and applying the distribution ratio.

Securities Owned by Certain Beneficial Owners

The following table sets forth information concerning those persons known to Everus that are expected to be the beneficial owner of more than 5% of Everus’ outstanding common stock immediately following the completion of the distribution. The table below is based on information available as of [    ], and based upon the assumption that, for every four shares of MDU Resources common stock held by such persons, they will receive one share of Everus common stock. In general, “beneficial ownership” includes those shares that a person has the sole or shared power to vote or dispose of, including shares that the person has the right to acquire within 60 days.

Name and Address of Beneficial Owner

Amount and Nature of Beneficial Ownership

Percent of Class

The Vanguard Group(1)

[            ]

[            ]%

BlackRock, Inc.(2)

[            ]

[            ]%

__________________

(1)Based on the Schedule 13G/A filed with the SEC on February 13, 2024 by The Vanguard Group (“Vanguard”), with respect to MDU Resources common stock. Vanguard reported sole dispositive power over 20,531,409 shares of MDU Resources common stock, shared dispositive power over 278,257 of MDU Resources common stock and shared voting power with respect to 94,035 of MDU Resources common stock. The address of The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355.

(2)Based on the Schedule 13G/A filed with the SEC on January 24, 2024 by BlackRock, Inc. and certain subsidiaries (“BlackRock”), with respect to MDU Resources common stock. BlackRock reported sole voting power over 18,360,955 shares of MDU Resources common stock and sole dispositive power over 18,989,946 shares of MDU Resources common stock as the parent holding company or control person of BlackRock Life Limited; Aperio Group, LLC; BlackRock Advisors, LLC; BlackRock (Netherlands) B.V.; BlackRock Fund Advisors; BlackRock Institutional Trust Company, National Association; BlackRock Asset Management Ireland Limited; BlackRock Financial Management, Inc.; BlackRock Asset Management Schweiz AG; BlackRock Investment Management, LLC; BlackRock Investment Management (UK) Limited; BlackRock Asset Management Canada Limited; BlackRock Investment Management (Australia) Limited; BlackRock Advisors (UK) Limited; and BlackRock Fund Managers Ltd. The address of BlackRock, Inc. is 50 Hudson Yards, New York, NY 10001.

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Stock Ownership of Directors and Executive Officers

The following table sets forth information concerning the expected beneficial ownership of Everus common stock by (i) each director, (ii) each named executive officer and (iii) all Everus directors and executive officers as a group immediately following the completion of the distribution, based on information available as of [     ], and based on the assumption that, for every four shares of MDU Resources common stock held by such persons, they will receive one share of Everus common stock. Each person has the sole power to vote and dispose of the shares he or she beneficially owns. The address of each person shown in the table below is c/o Everus Construction Group, Inc., 1730 Burnt Boat Drive, Bismarck, North Dakota 58503, Attention: Corporate Secretary.

Name of Beneficial Owner

Amount and Nature of Beneficial Ownership

Percent of Class

Jeffrey S. Thiede

[            ]

[*]

Dale S. Rosenthal

[            ]

[*]

Michael S. Della Rocca

[            ]

[*]

Edward A. Ryan

[            ]

[*]

David M. Sparby

[            ]

[*]

Clark A. Wood

[            ]

[*]

Betty R. Wynn

[            ]

[*]

Thomas D. Nosbusch

[            ]

[*]

Maximillian J Marcy

[            ]

[*]

Paul R. Sanderson

[            ]

[*]

Jon B. Hunke

[            ]

[*]

Directors and executive officers as a group (11 persons)

[            ]

[*]

__________________

*Less than one percent.

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DESCRIPTION OF EVERUS CAPITAL STOCK

Everus Construction Group, Inc.’s certificate of incorporation and bylaws will be amended and restated prior to the completion of the distribution. The following is a summary of the material terms of Everus capital stock that will be contained in the amended and restated certificate of incorporation and amended and restated bylaws. The summaries and descriptions below do not purport to be complete statements of the relevant provisions of the amended and restated certificate of incorporation or of the amended and restated bylaws that will be in effect at the time of the distribution, and are qualified in their entirety by reference to these documents, which you must read for complete information on Everus capital stock as of the time of the distribution. The amended and restated certificate of incorporation and amended and restated bylaws, each in a form expected to be in effect at the time of the distribution, will be included as exhibits to Everus’ registration statement on Form 10, of which this information statement forms a part. Everus will include its amended and restated certificate of incorporation and amended and restated bylaws, as in effect at the time of the distribution, in a Current Report on Form 8-K filed with the SEC.

General

Everus’ authorized capital stock will consist of 300 million shares of common stock, par value $0.01 per share, and 10 million shares of preferred stock, par value $0.01 per share, all of which shares of preferred stock are undesignated. Everus’ board of directors may establish the rights and preferences of the preferred stock from time to time. Immediately following the distribution, Everus expect that approximately [          ] million shares of Everus common stock will be issued and outstanding, based on approximately [          ] million shares of MDU Resources common stock issued and outstanding on [          ], and that no shares of preferred stock will be issued and outstanding.

Common Stock

Each holder of shares of Everus common stock will be entitled to one vote for each share on all matters to be voted upon by the common stockholders, and there will be no cumulative voting rights. Subject to any preferential rights of any outstanding preferred stock, holders of shares of Everus common stock will be entitled to receive ratably the dividends, if any, as may be declared from time to time by Everus’ board of directors out of funds legally available for that purpose. If there is a liquidation, dissolution or winding up of Everus, holders of Everus’ common stock would be entitled to a ratable distribution of its assets remaining after the payment in full of liabilities and any preferential rights of any then-outstanding preferred stock.

Holders of Everus common stock will have no preemptive or conversion rights or other subscription rights, and there are no redemption or sinking fund provisions applicable to the common stock. After the distribution, all outstanding shares of Everus common stock will be fully paid and non-assessable. The rights, preferences and privileges of the holders of Everus common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock that Everus may designate and issue in the future.

Preferred Stock

Under the terms of Everus’ amended and restated certificate of incorporation, Everus’ board of directors will be authorized, subject to limitations prescribed by the DGCL and by its amended and restated certificate of incorporation, to issue preferred stock in one or more series without further action by the holders of its common stock. Everus’ board of directors will have the discretion, subject to the limitations prescribed by the DGCL and by its amended and restated certificate of incorporation, to determine the rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, of each series of preferred stock. It is not possible to state the actual effect of the issuance of any additional series of preferred stock upon the rights of common stockholders until Everus’ board of directors determines the specific rights of the holders of that series. However, the effects might include, among other things (i) restricting dividends on Everus common stock, (ii) diluting the voting power of Everus common stock, (iii) impairing the liquidation rights of Everus common stock or (iv) delaying or preventing a change in control of Everus without further action by the stockholders. Everus expects that there will be no shares of its preferred stock issued and outstanding immediately following the distribution.

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Authorized but Unissued Shares

Everus’ authorized but unissued shares of common stock and preferred stock will be available for future issuance without approval of its stockholders. Everus may issue additional shares for a variety of purposes, including future public offerings to raise additional capital, to fund acquisitions and as employee compensation. The existence of authorized but unissued shares of common stock and preferred stock could render more difficult or discourage an attempt to obtain control of Everus by means of a proxy contest, tender offer, merger or otherwise.

Anti-Takeover Effects of Governance Provisions

Certain provisions of the DGCL and Everus’ amended and restated certificate of incorporation and amended and restated bylaws could make it more difficult to acquire Everus by means of a tender offer, a proxy contest, merger or otherwise, or to remove incumbent officers and directors. These provisions, summarized below, may discourage certain types of coercive takeover practices and takeover bids that the Everus board of directors may consider inadequate and to encourage persons seeking to acquire control of Everus to first negotiate with Everus’ board of directors. Everus believes that the benefits of increased protection of its ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure it outweigh the disadvantages of discouraging takeover or acquisition proposals because, among other things, negotiation of these proposals could result in an improvement of their terms.

Delaware Anti-Takeover Statute. Everus will be subject to Section 203 of the DGCL, an anti-takeover statute. In general, Section 203 of the DGCL prohibits a publicly held Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years following the time the person became an interested stockholder, unless the business combination or the acquisition of shares that resulted in a stockholder becoming an interested stockholder is approved in a prescribed manner. Generally, a “business combination” includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder. Generally, an “interested stockholder” is a person who, together with affiliates and associates, owns (or within three years prior to the determination of interested stockholder status did own) 15% or more of a corporation’s voting stock. The existence of this provision would be expected to have an anti-takeover effect with respect to transactions not approved in advance by Everus’ board of directors, including discouraging attempts that might result in a premium over the market price for the shares of common stock held by Everus stockholders. A corporation may “opt out” of Section 203 in its certificate of incorporation. Everus will not “opt out” of, and will be subject to, Section 203. However, following the separation and subject to certain restrictions, Everus may elect to “opt out” of Section 203 by an amendment to its certificate of incorporation or bylaws.

Size of Board and Vacancies. Everus’ amended and restated certificate of incorporation and bylaws will provide that the number of directors on its board of directors will be fixed exclusively by its board of directors. Any vacancies created in its board of directors resulting from any increase in the authorized number of directors or the death, resignation, retirement, disqualification, removal from office or other cause will be filled by a majority of the board of directors then in office, even if less than a quorum is present, or by a sole remaining director. Any director appointed to fill a vacancy on Everus’ board of directors will be appointed for a term expiring at the next annual meeting of stockholders, and until his or her successor has been elected and qualified.

Director Removal. Everus’ amended and restated certificate of incorporation and/or bylaws will provide that Everus stockholders may remove a director with or without cause by the affirmative vote of at least a majority of Everus’ voting stock.

No Stockholder Ability to Call Special Meetings of Stockholders. Everus’ amended and restated certificate of incorporation and/or bylaws will provide that a special meeting of Everus’ stockholders may only be called by the chair of the board of directors, the lead independent director of the board of directors (if one has been appointed) or the board of directors pursuant to a resolution adopted by a majority of the entire board of directors. Stockholders may not call special meetings of stockholders.

Stockholder Action by Written Consent. Everus’ amended and restated certificate of incorporation will expressly exclude the right of its stockholders to act by written consent. Stockholder action may only take place at an annual or a special meeting of Everus stockholders.

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Requirements for Advance Notification of Stockholder Nominations and Proposals. Everus’ amended and restated bylaws will establish advance notice procedures with respect to stockholder proposals and nomination of candidates for election as directors other than nominations made by or at the direction of its board of directors or a committee of its board of directors.

Amendments to Bylaws. Everus’ amended and restated certificate of incorporation and bylaws will provide that Everus’ board of directors will have the authority to amend and repeal the Everus amended and restated bylaws without a stockholder vote.

No Cumulative Voting. The DGCL provides that stockholders are denied the right to cumulate votes in the election of directors, unless the company’s certificate of incorporation provides otherwise. Everus’ amended and restated certificate of incorporation will not provide for cumulative voting.

Undesignated Preferred Stock. Everus’ amended and restated certificate of incorporation will authorize Everus’ board of directors to designate and issue by the Everus stockholders up to 10 million shares of preferred stock from time to time in one or more series and, with respect to each series, to fix the number of shares constituting the series and the designation of the series, the voting powers (if any) of the shares of the series, and the preferences and relative, participating, optional and other rights, if any, and any qualifications, limitations or restrictions, of the shares of such series. The ability to issue such preferred stock could potentially be used to discourage attempts by third parties to obtain control of Everus through a merger, tender offer, proxy contest or otherwise make such attempts more difficult or more costly. Additionally, Everus’ board of directors may be able to issue preferred stock with voting rights or conversion rights that, if exercised, could adversely affect the voting power of the holders of common stock.

Limitations on Liability, Indemnification of Officers and Directors and Insurance

The DGCL permits a corporation to adopt a provision in its certificate of incorporation eliminating or limiting, with exceptions, the monetary liability of directors and certain officers to the corporation or its stockholders for breach of directors’ fiduciary duties. Everus’ amended and restated certificate of incorporation will include provisions that eliminate the liability of directors and certain senior officers to Everus or its stockholders for monetary damages for a breach of fiduciary duties as directors to the fullest extent permitted by the DGCL. Under Delaware law, such a provision may not eliminate or limit a director’s or officer’s monetary liability for: (i) breaches of the director’s or officer’s duty of loyalty to the corporation or its shareholders; (ii) acts or omissions not in good faith or involving intentional misconduct or knowing violation of law; (iii) the payment of unlawful dividends or stock repurchases or redemptions; or (iv) transactions in which the director or officer received an improper personal benefit.

Everus’ amended and restated certificate of incorporation and amended and restated bylaws will also provide that it must indemnify and advance reasonable expenses to its directors and officers, subject to its receipt of an undertaking from the indemnified party as may be required under the DGCL. Everus’ amended and restated certificate of incorporation will expressly authorize it to carry directors’ and officers’ insurance to protect Everus and its directors, officers and certain employees against some liabilities. Prior to the completion of the distribution, Everus also intends to enter into indemnification agreements with each of its directors and executive officers that may, in some cases, be broader than the specific indemnification and advancement of expenses provisions contained under Delaware law.

The exculpation and indemnification provisions may discourage stockholders from bringing a lawsuit against directors or officers for breach of their fiduciary duty. These provisions may also have the effect of reducing the likelihood of derivative litigation against Everus’ directors, even though such an action, if successful, might otherwise benefit Everus and its stockholders. However, these provisions will not limit or eliminate Everus’ rights, or those of any stockholder, to seek non-monetary relief such as an injunction or rescission in the event of a breach of a duty of care. The provisions will not alter the liability of directors or officers under the federal securities laws. There is currently no pending material litigation or proceeding against any of Everus’ directors, officers or employees for which indemnification is sought.

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Exclusive Forum

Everus’ amended and restated certificate of incorporation and bylaws will provide that, unless the board of directors otherwise consents, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for any derivative action or proceeding brought on behalf of Everus, any action asserting a claim of breach of a fiduciary duty owed by any of Everus’ directors or officers to Everus or its stockholders, creditors or other constituents, any action asserting a claim against Everus or any of its directors or officers arising pursuant to any provision of the DGCL or Everus’ amended and restated certificate of incorporation or bylaws, or any action asserting a claim against Everus or any of its directors or officers governed by the internal affairs doctrine. If and only if the Court of Chancery of the State of Delaware dismisses any such action or proceeding for lack of subject matter jurisdiction, such action may be brought in another state court located within the State of Delaware (or, if no state court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware).

These exclusive forum provisions will apply to all covered actions, including any covered action in which the plaintiff chooses to assert a claim or claims under federal law in addition to a claim or claims under Delaware law. These exclusive forum provisions will not apply to actions asserting only federal law claims under the Securities Act or the Exchange Act, regardless of whether the state courts in the State of Delaware have jurisdiction over those claims. Although Everus believes the exclusive forum provision benefits it by providing increased consistency in the application of law in the types of lawsuits to which it applies, the provision may have the effect of discouraging lawsuits against Everus’ directors and officers.

Listing

Everus intends to apply to list its shares of common stock on the NYSE under the symbol “ECG.”

Sale of Unregistered Securities

On February 28, 2024, Everus issued 1,000 shares of Everus common stock to MDU Resources pursuant to Section 4(2) of the Securities Act. Everus did not register the issuance of the issued shares under the Securities Act because such issuance did not constitute a public offering.

Transfer Agent and Registrar

After the distribution, the transfer agent and registrar for shares of Everus common stock will be Equiniti.

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WHERE YOU CAN FIND MORE INFORMATION

Everus has filed a registration statement on Form 10 with the SEC with respect to the shares of Everus common stock being distributed as contemplated by this information statement. This information statement is a part of, and does not contain all of the information set forth in, the registration statement and the exhibits and schedules to the registration statement. For further information with respect to Everus and its common stock, please refer to the registration statement, including its exhibits and schedules. Statements made in this information statement relating to any contract or other document filed as an exhibit to the registration statement include the material terms of such contract or other document. However, such statements are not necessarily complete, and you should refer to the exhibits attached to the registration statement for copies of the actual contract or document. You may review a copy of the registration statement, including its exhibits and schedules, on the Internet website maintained by the SEC at www.sec.gov. Information contained on any website referenced in this information statement is not incorporated by reference in this information statement.

As a result of the distribution, Everus will become subject to the information and reporting requirements of the Exchange Act and, in accordance with the Exchange Act, will file periodic reports, proxy statements and other information with the SEC. Everus intends to furnish holders of its common stock with annual reports containing consolidated financial statements prepared in accordance with GAAP and Report of Independent Registered Public Accounting Firm and reported on, with an opinion expressed, by an independent registered public accounting firm.

You should rely only on the information contained in this information statement or to which this information statement has referred you. Everus has not authorized any person to provide you with different information or to make any representation not contained in this information statement.

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EVERUS CONSTRUCTION, INC. AND SUBSIDIARIES

INDEX TO CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

			Page
Audited Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm			F-3
Consolidated Statements of Income			F-6
Consolidated Balance Sheets			F-7
Consolidated Statements of Comprehensive Income			F-8
Consolidated Statements of Equity			F-9
Consolidated Statements of Cash Flows			F-10
Notes to the Consolidated Financial Statements			F-11
Unaudited Condensed Consolidated Financial Statements
Condensed Consolidated Statements of Income			F-42
Condensed Consolidated Statements of Comprehensive Income			F-43
Condensed Consolidated Balance Sheets			F-44
Condensed Consolidated Statements of Equity			F-46
Condensed Consolidated Statements of Cash Flows			F-47
Notes to the Condensed Consolidated Financial Statements			F-48

F-1

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EVERUS CONSTRUCTION, INC. AND SUBSIDIARIES

EVERUS CONSTRUCTION, INC. AND SUBSIDIARIES

AUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2023, 2022 AND 2021

F-2

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the stockholders and the Board of Directors of Everus Construction, Inc. and subsidiaries

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Everus Construction, Inc. and subsidiaries (the “Company”) as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, statements of equity, and cash flows, for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Emphasis of Matter

As described in Note 2, the Company is a subsidiary of MDU Resources Group, Inc. As further described in Notes 2 and 16 therein, the Company has significant transactions with related parties. Additionally, the accompanying financial statements have been derived from the consolidated financial statements and accounting records of MDU Resources Group, Inc. The financial statements also include expense allocations for certain functions provided by MDU Resources Group, Inc. The accompanying consolidated financial statements may not necessarily be indicative of the conditions that would have existed or results of its operations if the Company had been operated as an unaffiliated company of MDU Resources Group, Inc. Our opinion is not modified with respect to this matter.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

F-3

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Revenue from Contracts with Customers—Construction Contract Revenue—Refer to Notes 3 and 4 to the financial statements

Critical Audit Matter Description

The Company recognizes construction contract revenue over time using an input method based on the cost-to-cost measure of progress for contracts because it best depicts the transfer of assets to the customer, which occurs as the Company incurs costs on the contract. Under the cost-to-cost measure of progress, the costs incurred are compared with total estimated costs of a performance obligation. Revenues are recorded proportionately to the costs incurred. This method depends largely on the ability to make reasonably dependable estimates related to the extent of progress toward completion of the contract, contract revenues, contract costs, and contract profits. The accounting for these contracts involves judgment, particularly as it relates to the process of determining the contract revenues and estimating total costs and profit for the performance obligation. Assumptions as to the occurrence of future events and the likelihood and amount of variable consideration, including liquidated damages, performance bonuses or incentives, claims, unpriced change orders and penalties or index pricing are made during the contract performance period. The Company estimates variable consideration at the most likely amount it expects to be entitled to or expects to incur and includes estimated amounts in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. For the year ended December 31, 2023, the Company recognized $2.8 billion of construction contract revenue.

Given the judgments necessary to account for the Company’s construction contracts including the use of estimates to determine the transaction price, total costs and profit for the performance obligations which are used to recognize revenue for construction contracts, auditing such estimates required extensive audit effort due to the volume and complexity of construction contracts and a high degree of auditor judgment when performing audit procedures and evaluating the results of those procedures.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to management’s estimates of total costs and profit for the performance obligations used to recognize revenue for construction contracts included the following, among others:

•We tested the design and operating effectiveness of management’s controls over construction contract revenue, including those over management’s estimation of total costs and profit for the performance obligations.

•We developed an expectation of the amount of construction contract revenues for certain performance obligations based on prior year markups, and taking into account current year events, applied to the construction contract costs in the current year and compared our expectation to the amount of construction contract revenues recorded by management.

•We selected a sample of construction contracts and performed the following:

◦Evaluated whether the contracts were properly included in management’s calculation of construction contract revenue based on the terms and conditions of each contract, including whether continuous transfer of control to the customer occurred as progress was made toward fulfilling the performance obligation.

◦Observed the work sites and inspecting the progress to completion for certain construction contracts.

◦Compared the transaction prices, including estimated variable consideration, to the consideration expected to be received based on current rights and obligations under the contracts and any modifications that were agreed upon with the customers.

◦Evaluated management’s identification of distinct performance obligations by evaluating whether the underlying goods and services were highly interdependent and interrelated.

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◦Tested the accuracy and completeness of the costs incurred to date for the performance obligation.

◦Compared the total estimated contract revenue, including estimated variable consideration, to the consideration expected to be received based on current rights and obligations under the contracts and any modifications that were agreed upon with the customers.

◦We evaluated the reasonableness of the estimated variable consideration in the contract revenue by:

–Evaluating the information supporting management’s judgement as to the cause and contractual rights on the project.

–Testing the accuracy of the identification of the underlying costs associated with the variable consideration.

◦Evaluated the estimates of total cost and profit for the performance obligation by:

–Comparing total costs incurred to date to the costs management estimated to be incurred to date and selecting specific cost types to compare costs incurred to date to management’s estimated costs at completion.

–Evaluating management’s ability to achieve the estimates of total cost and profit by performing corroborating inquiries with the Company’s project managers and engineers, and comparing the estimates to management’s work plans, engineering specifications, and supplier contracts.

–Comparing management’s estimates for the selected contracts to costs and profits of similar performance obligations, when applicable.

◦Tested the mathematical accuracy of management’s calculation of construction contract revenue for the performance obligation.

•We evaluated management’s ability to estimate total costs and profits accurately by comparing actual costs and profits to management’s historical estimates for performance obligations that have been fulfilled.

/s/ Deloitte & Touche LLP
Minneapolis, Minnesota
March 22, 2024
We have served as the Company’s auditor since 2022.

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EVERUS CONSTRUCTION, INC. AND SUBSIDIARIES

Consolidated Statements of Income

Years ended December 31,			2023						2022						2021
			(In thousands, except per share amounts)
Operating revenues			$	2,854,390					$	2,699,250					$	2,051,637
Cost of sales			2,532,472						2,423,204						1,803,699
Gross profit			321,918						276,046						247,938
Selling, general and administrative expenses			131,375						111,402						102,184
Operating income			190,543						164,644						145,754
Interest expense			16,954						6,354						3,540
Other income			3,981						1,379						1,737
Income before income taxes and income from equity method investments			177,570						159,669						143,951
Income taxes			45,286						40,788						35,427
Income from equity method investments			4,946						5,900						878
Net income			$	137,230					$	124,781					$	109,402
Earnings per share – basic and diluted			137,230						124,781						109,402
Weighted average common shares outstanding – basic and diluted			1						1						1

The accompanying notes are an integral part of these consolidated financial statements.

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EVERUS CONSTRUCTION, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

As of December 31,			2023						2022
Assets			(In thousands, except share and per share amounts)
Current assets:
Cash and cash equivalents			$	1,567					$	2,112
Receivables, net			534,100						576,247
Costs and estimated earnings in excess of billings			158,529						153,907
Due from related-party			11,507						5,760
Inventories			42,709						36,844
Prepayments and other current assets			17,651						13,261
Total current assets			766,063						788,131
Noncurrent assets:
Property, plant and equipment			259,849						245,111
Less accumulated depreciation			143,831						135,038
Net property, plant and equipment			116,018						110,073
Goodwill			143,224						143,224
Other intangible assets, net			2,004						4,102
Operating lease right-of-use assets			53,233						53,175
Non-current retention receivable			21,355						19,511
Due from related-party - noncurrent			—						2,804
Investments			8,413						3,406
Other			272						11,160
Total noncurrent assets			344,519						347,455
Total assets			$	1,110,582					$	1,135,586
Liabilities and Stockholder’s Equity
Current liabilities:
Related-party notes payable - current portion			—						27,000
Billings in excess of costs and estimated earnings			198,231						166,189
Accounts payable			116,573						138,883
Taxes payable			8,557						13,778
Due to related-party			14,615						13,193
Accrued compensation			44,721						43,899
Operating lease liabilities due within one year			21,143						19,958
Accrued payroll-related liabilities			35,342						41,901
Other accrued liabilities			13,001						8,900
Total current liabilities			452,183						473,701
Noncurrent liabilities:
Related-party notes payable			168,531						224,116
Deferred income taxes			6,535						9,640
Operating lease liabilities			32,504						34,149
Other			1,979						11,733
Total liabilities			661,732						753,339
Commitments and contingencies
Common stockholder’s equity:
Common Stock, stated value $1, no par value; 1,000 shares authorized, issued and outstanding			1						1
Other paid-in capital			136,184						136,327
Retained earnings			312,665						245,954
Accumulated other comprehensive loss			—						(35)
Total stockholder’s equity			448,850						382,247
Total liabilities and stockholder’s equity			$	1,110,582					$	1,135,586

The accompanying notes are an integral part of these consolidated financial statements

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EVERUS CONSTRUCTION, INC. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

Years ended December 31,			2023						2022						2021
			(In thousands)
Net income			$	137,230					$	124,781					$	109,402
Other comprehensive income:
Reclassification adjustment for loss on derivative instruments included in net income, net of tax of $1, $70 and $38 in 2023, 2022 and 2021, respectively			35						85						117
Other comprehensive income			35						85						117
Comprehensive income attributable to common stockholders			$	137,265					$	124,866					$	109,519

The accompanying notes are an integral part of these consolidated financial statements.

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EVERUS CONSTRUCTION, INC. AND SUBSIDIARIES

Consolidated Statements of Equity

Years ended December 31, 2023, 2022 and 2021
			Common Stock																								Accumulated Other Comprehensive Loss
(In thousands, except shares)			Shares						Amount						Other Paid-in Capital						Retained Earnings												Total
Balance as of January 1, 2021			1,000						$	1					$	135,888					$	226,651					$	(237)					$	362,303
Net income			—						—						—						109,402						—						109,402
Other comprehensive income			—						—						—						—						117						117
Net transfers (to) from Parent			—						—						145						(109,030)						—						(108,885)
Balance as of December 31, 2021			1,000						$	1					$	136,033					$	227,023					$	(120)					$	362,937
Net income			—						—						—						124,781						—						124,781
Other comprehensive income			—						—						—						—						85						85
Net transfers (to) from Parent			—						—						294						(105,850)						—						(105,556)
Balance as of December 31, 2022			1,000						$	1					$	136,327					$	245,954					$	(35)					$	382,247
Net income			—						—						—						137,230						—						137,230
Other comprehensive income			—						—						—						—						35						35
Net transfers (to) from Parent			—						—						(143)						(70,519)						—						(70,662)
Balance as of December 31, 2023			1,000						$	1					$	136,184					$	312,665					$	—					$	448,850

The accompanying notes are an integral part of these consolidated financial statements.

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EVERUS CONSTRUCTION, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

Years ended December 31,			2023						2022						2021
			(In thousands)
Operating activities:
Net income			$	137,230					$	124,781					$	109,402
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Depreciation and amortization			23,148						21,469						20,270
Deferred income taxes			(3,105)						1,060						4,986
Provision for credit losses			6,202						186						(2,250)
Employee stock-based compensation costs			804						1,068						1,711
Gain on sale of assets			(8,174)						(6,646)						(6,101)
Equity in earnings of unconsolidated affiliates			(4,946)						(402)						(876)
Changes in current assets and liabilities, net of acquisitions:
Receivables			35,945						(189,162)						6,824
Due from related-party			(489)						(296)						635
Costs and estimated earnings in excess of billings			(4,622)						(50,454)						(20,308)
Inventories			(5,865)						(15,798)						(2,147)
Other current assets			(4,390)						(5,486)						(60)
Accounts payable			(21,782)						66,469						(20,531)
Due to related-party			(2,803)						(3,140)						(731)
Billings in excess of costs and estimated earnings			32,042						21,627						22,887
Other current liabilities			(6,933)						15,992						(7,770)
Other noncurrent changes			(924)						(6,763)						(20,492)
Net cash provided by (used in) operating activities			171,338						(25,495)						85,449
Investing activities:
Capital expenditures			(35,590)						(35,844)						(27,284)
Acquisition, net of cash acquired			—						—						(2,500)
Net proceeds from sale or disposition of property			16,214						11,337						14,490
Amounts received from related-party cash management program			—						—						16,300
Investments			(596)						(58)						(82)
Net cash (used in) provided by investing activities			(19,972)						(24,565)						924
Financing activities:
Issuance of related-party notes payable			—						27,000						—
Repayment of related-party notes payable			(45,000)						—						—
Repayment of related-party short-term notes payable			(27,000)						—						—
Repayment of long-term debt			—						—						(7)
Amounts (paid to) received from related-party cash management program			(10,584)						131,077						21,039
Transfers to Parent			(69,327)						(106,573)						(108,791)
Net cash (used in) provided by financing activities			(151,911)						51,504						(87,759)
(Decrease) increase in cash and cash equivalents			(545)						1,444						(1,386)
Cash and cash equivalents - beginning of year			2,112						668						2,054
Cash and cash equivalents - end of year			$	1,567					$	2,112					$	668

The accompanying notes are an integral part of these consolidated financial statements.

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EVERUS CONSTRUCTION, INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

Note 1 – Background and Nature of Operations

Everus Construction, Inc. (formerly known as MDU Construction Services Group, Inc.) (the “Company” or “Everus Construction”) is incorporated under the laws of the State of Delaware and has operated historically as a wholly owned subsidiary of CEHI, LLC. (the “Parent Company”, “Parent” or “Centennial”), which is a wholly owned subsidiary of MDU Resources Group, Inc. (“MDU Resources” or “MDU”).

On November 2, 2023, MDU Resources announced its intent to pursue a tax-free spinoff of Everus Construction. On March 12, 2024, in connection with the planned spinoff, MDU Resources changed the name of the Company to Everus Construction, Inc. As part of the separation, MDU Resources will transfer Everus Construction, including its assets and liabilities, to Everus Construction Group, Inc., a newly formed, wholly owned subsidiary of MDU Resources, and execute a tax-free separation of Everus Construction Group, Inc. to stockholders of MDU Resources. The transaction is expected to result in two independent, publicly traded companies: MDU Resources and Everus Construction Group, Inc. Completion of the separation will be subject to, among other things, the effectiveness of a registration statement on Form 10 with the Securities and Exchange Commission, final approval from the board of directors of MDU Resources, receipt of one or more tax opinions, the private letter ruling from the Internal Revenue Service and other customary conditions. MDU Resources may, at any time and for any reason until the proposed transaction is complete, abandon the separation or modify or change its terms. The separation is expected to be complete in late 2024, but there can be no assurance regarding the ultimate timing of the separation or that the separation will ultimately occur.

Prior to the separation, the Company was the construction services segment of MDU Resources. The Company provides specialty contracting services, which are provided to utilities and manufacturing, transportation, commercial, industrial, institutional, renewable and governmental customers. The Company operates throughout most of the United States through two operating segments:

Electrical & Mechanical: Contracting services including construction and maintenance of electrical and communication wiring and infrastructure, fire suppression systems, and mechanical piping and services.

Transmission & Distribution: Contracting services including construction and maintenance of overhead and underground electrical, gas and communication infrastructure, as well as manufacturing and distribution of transmission line construction equipment and tools.

The Company had a workforce of approximately 7,000 employees as of December 31, 2023.

Note 2 – Basis of Presentation

Everus Construction has operated historically as a wholly owned subsidiary of Centennial and an indirect, wholly owned subsidiary of MDU Resources and not as a standalone company. The accompanying consolidated financial statements and footnotes were prepared on a “carve-out” basis in connection with the expected separation, and were derived from the consolidated financial statements of MDU Resources as if the Company operated on a standalone basis during the periods presented, in conformity with generally accepted accounting principles in the United States (“GAAP”). The consolidated balance sheets reflect the assets and liabilities of the Parent that are specifically identifiable as being directly attributable to the Company.

All revenues and costs as well as assets and liabilities directly associated with the business activity of the Company are included in the consolidated financial statements. The consolidated financial statements also include expense allocations for certain functions provided by MDU and the Parent, including, but not limited to, certain general corporate expenses related to senior management, legal, human resources, finance and accounting, treasury, information technology, internal audit, insurance and other shared services. These general corporate expenses are included in the consolidated statements of income within selling, general and administrative expenses. The amounts allocated were $27.1 million, $21.2 million and $18.9 million for the years ended December 31, 2023, 2022 and 2021, respectively. These expenses have been allocated to the Company on the basis of direct usage where identifiable, with the remainder principally allocated on the basis of percent of total capital invested or other

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EVERUS CONSTRUCTION, INC. AND SUBSIDIARIES

allocation methodologies that are considered to be a reasonable reflection of the utilization of the services provided to the benefits received. The allocations may not, however, reflect the expenses the Company would have incurred as a standalone company for the periods presented. These costs also may not be indicative of the expenses that the Company will incur in the future or would have incurred if the Company had obtained these services from a third party.

Following the spinoff from MDU Resources, the Company may perform certain functions using its own resources or purchased services. For an interim period following the spinoff, however, some of these functions will continue to be provided by MDU Resources under a transition services agreement.

Historically, the Company has participated in the Parent’s centralized cash management program, including its overall financing arrangements. The Company has related-party agreements in place with the Parent for the financing of its capital needs, which are reflected as related-party notes payable on the consolidated balance sheets. Interest expense in the consolidated statements of income reflects the allocation of interest on borrowing and funding associated with the related-party agreements. Refer to Note 16 for additional information.

MDU Resources maintains various benefit and stock-based compensation plans at a corporate level. The Company’s employees participate in these programs and the costs associated with its employees are included in the Company’s consolidated financial statements.

Principles of Consolidation

The consolidated financial statements were prepared in accordance with GAAP and include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions between the businesses comprising the Company have been eliminated in the accompanying consolidated financial statements. Related-party transactions between the Company and MDU or the Parent for general operating activities, Everus Construction’s participation in MDU’s centralized cash management program, and intercompany debt have been included in the consolidated financial statements. These related-party transactions have historically been settled in cash and are reflected in the consolidated balance sheets as “Due from related-party”, or “Due from related-party - noncurrent”, or “Due to related-party”, or "Related-party notes payable". The aggregate net effect of general related-party operating activities is reflected in the consolidated statement of cash flows within operating activities. The effects of Everus Construction’s participation in MDU’s centralized cash management program and intercompany debt arrangements are reflected in the consolidated statement of cash flows within investing and financing activities. Refer to Note 16 for additional information on related-party transactions.

Note 3 – Summary of Significant Accounting Policies 

New Accounting Standards

Changes to GAAP are typically established by the Financial Accounting Standards Board (“FASB”) in the form of Accounting Standards Updates (“ASUs”) to the FASB’s Accounting Standards Codification (“ASC”). The Company considers the applicability and impact of all ASUs. The following table provides a brief description of the accounting pronouncements applicable to the Company and the potential impact on its financial statements and/or disclosures:

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EVERUS CONSTRUCTION, INC. AND SUBSIDIARIES

Standard

Description

Effective Date

Impact on Financial Statements/Disclosures

Recently adopted accounting standards updates

ASU 2022-06 – Reference Rate Reform (Topic 848): Deferral of Sunset Date

In December 2022, the FASB included a sunset provision within ASC 848 based on expectations of when LIBOR would cease to be published. At the time ASU 2020-04 was issued, the UK Financial Conduct Authority had established its intent to cease overnight tenors of LIBOR after December 31, 2021. In March 2021, the UK Financial Conduct Authority announced that the intended cessation date of the overnight tenors of LIBOR would be June 30, 2023, which is beyond the current sunset date of ASC 848. The amendments in this Update defer the sunset date of ASC 848 from December 31, 2022, to December 31, 2024, after which entities will no longer be permitted to apply the relief in ASC 848.

Effective upon issuance (December 21, 2022) through December 31, 2024

MDU Resources has updated its credit agreements to include language regarding the successor or alternate rate to LIBOR. The Company determined the adoption of the guidance did not have a material impact on its consolidated financial statements.

ASU 2021-10 - Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance

In November 2021, the FASB issued guidance on modifying the disclosure requirements to increase the transparency of government assistance, including disclosure of the types of assistance, an entity’s accounting for the assistance and the effect of the assistance on an entity’s financial statements.

January 1, 2022

The Company determined the adoption of the guidance did not have a material impact on its consolidated financial statements.

ASU 2020-04 – Reference Rate Reform (Topic 848)

In March 2020, the FASB issued optional guidance to ease the facilitation of the effects of reference rate reform on financial reporting. The guidance applies to certain contract modifications, hedging relationships and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. Beginning January 1, 2022, LIBOR or other discontinued reference rates cannot be applied to new contracts. New contracts will incorporate a new reference rate, which includes SOFR. LIBOR or other discontinued reference rates cannot be applied to contract modifications or hedging relationships entered into or evaluated after December 31, 2022. Existing contracts referencing LIBOR or other reference rates expected to be discontinued must have identified a replacement rate by June 30, 2023.

Effective as of March 12, 2020, through December 31, 2022

For more information, see ASU 2022-06 – Reference Rate Reform: Deferral of Sunset Date in recently adopted accounting standards.

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EVERUS CONSTRUCTION, INC. AND SUBSIDIARIES

Recently issued accounting standards not yet adopted

ASU 2023-02 – Investments – Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method

In March 2023, the FASB issued guidance which permits reporting entities to elect to account for equity investments, regardless of the tax credit program for which the income tax credits are received, using the proportional amortization method if certain conditions are met.

Effective for fiscal years beginning after December 15, 2023

The Company is continuing to assess the timing of adoption and the potential impacts of ASU 2023-02, but does not expect it to have a material impact on its consolidated financial statements.

ASU 2023-01 – Leases (Topic 842): Common Control Arrangements

In March 2023, the FASB issued guidance that improves current GAAP by clarifying the accounting for leasehold improvements associated with common control leases, thereby reducing diversity in practice.

Effective for fiscal years beginning after December 15, 2023

The Company is continuing to assess the timing of adoption and the potential impacts of ASU 2023-01, but does not expect it to have a material impact on its consolidated financial statements.

ASU 2022-03 – Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions

In June 2022, the FASB issued guidance that clarifies ASC 820, Fair Value Measurement, when measuring the fair value of an equity security subject to contractual restrictions that prohibit the sale of an equity security and introduces new disclosure requirements for equity securities subject to sale restrictions that are measured at fair value in accordance with ASC 820.

Effective for fiscal years beginning after December 15, 2023

The Company is continuing to assess the timing of adoption and the potential impacts of ASU 2022-03, but does not expect it to have a material impact on its consolidated financial statements.

ASU 2023-05 - Business Combinations - Joint Venture Formations - Recognition and Initial Measurement

In August 2023, the FASB issued guidance on accounting for contributions made to a joint venture, upon formation, in a joint venture’s separate financial statement in order to provide decision useful information to investors and other allocators of capital (collectively investors) in a joint venture’s financial statements and reduce diversity in practice. The new basis of accounting will require that a joint venture, upon formation, will recognize and initially measure its assets and liabilities at fair value (with the exceptions to fair value measurement that are consistent with the business combinations guidance). A joint venture that was formed before January 1, 2025, may elect to apply the guidance retrospectively if it has sufficient information.

Effective prospectively for all joint venture formations with a formation date on or after January 1, 2025.

The Company is currently evaluating the impact the guidance will have on its interim and annual disclosures for the year ended December 31, 2025.

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EVERUS CONSTRUCTION, INC. AND SUBSIDIARIES

ASU 2023-07 - Segment Reporting - Improvements to Reportable Segment Disclosures

In November 2023, the FASB issued guidance on improving financial reporting by requiring disclosure on incremental segment information, primarily through enhanced disclosures about significant segment expenses on an annual and interim basis for all public entities to enable investors to develop more decision-useful financial analyses.

Effective for fiscal year December 31, 2024, and interim periods beginning January 1, 2025, with prior periods disclosed in the period of adoption.

The Company is currently evaluating the impact the guidance will have on its disclosures for the year ended December 31, 2024, and future interim periods.

ASU 2023-09 - Income Taxes - Improvements to Income Tax Disclosures an Amendment, December 2023

The FASB issued guidance to address investors’ requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income tax paid information and effectiveness of income tax disclosures.

December 31, 2025

The Company is currently evaluating the impact the guidance will have on its disclosures for the year ended December 31, 2025.

Revenue Recognition

Revenue is recognized when a performance obligation is satisfied by transferring control over a product or service to a customer. Revenue is measured based on consideration specified in a contract with a customer and excludes any sales incentives and amounts collected on behalf of third parties. The Company is considered an agent for certain taxes collected from customers. As such, the Company presents revenues net of these taxes at the time of sale to be remitted to governmental authorities, including sales and use taxes.

The Company generates revenue from specialty contracting services which also includes the sale of construction equipment and other supplies. The Company provides specialty contracting services to a customer when a contract has been signed by both the customer and a representative of the Company obligating a service to be provided in exchange for the consideration identified in the contract. The nature of the services the Company provides generally includes multiple promised goods and services in a single project to create a distinct bundle of goods and services, which the Company has determined are single performance obligations. The transaction price includes the fixed consideration required pursuant to the original contract price together with any additional consideration, to which the Company expects to be entitled to, associated with executed change orders plus the estimate of variable consideration to which the Company expects to be entitled, subject to the following constraint. The nature of the Company’s contracts gives rise to several types of variable consideration. Examples of variable consideration include: liquidated damages; performance bonuses or incentives and penalties; claims; unpriced change orders; and index pricing. The variable amounts usually arise upon achievement of certain performance metrics or change in project scope. The Company estimates the amount of revenue to be recognized on variable consideration using one of the two prescribed estimation methods, the expected value method or the most likely amount method, depending on which method best predicts the most likely amount of consideration the Company expects to be entitled to or expects to incur. Assumptions as to the occurrence of future events and the likelihood and amount of variable consideration are made during the contract performance period. Estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on the assessment of anticipated performance and all information (historical, current, and forecasted) that is reasonably available to management. The Company only includes variable consideration in the estimated transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur or when the uncertainty associated with the variable consideration is resolved. Changes in circumstances could impact management’s estimates made in determining the value of variable consideration recorded. When determining if the variable consideration is constrained, the Company considers if factors exist that could increase the likelihood or the magnitude of a potential reversal of revenue. The Company updates its estimate of the transaction price each reporting period and the effect of variable consideration on the transaction price is recognized as an adjustment to revenue on a cumulative catch-up basis. Contract revenue is recognized over time using the input method based on the measurement of progress on a project. This is the preferred method of measuring revenue because the costs

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EVERUS CONSTRUCTION, INC. AND SUBSIDIARIES

incurred have been determined to represent the best indication of the overall progress toward the transfer of such goods or services promised to a customer. Under the cost-to-cost measure of progress, the costs incurred are compared with total estimated costs of a performance obligation. Revenues are recorded proportionately to the costs incurred. The Company also sells construction equipment and other supplies to third parties and internal customers. The contract for these sales is the use of a sales order or invoice, which includes the pricing and payment terms. All such contracts include a single performance obligation for the delivery of a single distinct product or a distinct separately identifiable bundle of products and services. Revenue is recognized at a point in time when the performance obligation has been satisfied with the delivery of the products or services. The warranties associated with the sales are those consistent with a standard warranty that the product meets certain specifications for quality or those required by law. For most contracts, amounts billed to customers are due within 30 days of receipt. There are no material obligations for returns, refunds or other similar obligations.

The Company recognizes all other revenues when services are rendered or goods are delivered.

Legal Costs 

The Company expenses external legal fees as they are incurred.

Income Taxes

The Company’s operations have been historically included in the consolidated federal income tax returns and combined and separate state income tax returns filed by MDU Resources. Pursuant to the tax sharing agreement that exists between MDU and its subsidiaries, federal income taxes paid by MDU, as parent of the consolidated group, are allocated to the individual subsidiaries based on separate company computations of tax. MDU makes a similar allocation for state income taxes paid in connection with combined state filings.

The Company recognizes deferred federal and state income taxes on all temporary differences between the book and tax basis of the Company’s assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized as income in the period that includes the enactment date.

The Company records uncertain tax positions in accordance with accounting guidance on accounting for income taxes on the basis of a two-step process in which (i) the Company determines whether it is more likely than not that the tax position will be sustained on the basis of the technical merits of the position and (ii) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of the tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. Tax positions that do not meet the more-likely-than-not criteria are reflected as a tax liability. The Company recognizes interest and penalties accrued related to unrecognized tax benefits in income taxes in the consolidated statements of income.

Joint Ventures

The Company accounts for unconsolidated joint ventures using either the equity method or proportionate consolidation. The Company currently holds interests between 25 percent and 50 percent in joint ventures formed primarily for the purpose of pooling resources on construction contracts.

Proportionate consolidation is used for joint ventures that include unincorporated legal entities and the activities of the joint ventures that are construction related. For those joint ventures accounted for under proportionate consolidation, only the Company’s pro rata share of assets, liabilities, revenues and expenses are included in the Company’s consolidated financial statements.

For those joint ventures accounted for using proportionate consolidation, the Company recorded in its consolidated statements of income Operating revenues of $7.8 million, $14.8 million and $14.7 million for the years ended December 31, 2023, 2022 and 2021, respectively, and $2.1 million, $3.0 million and $4.7 million of Operating income for the years ended December 31, 2023, 2022 and 2021, respectively. As of December 31, 2023

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EVERUS CONSTRUCTION, INC. AND SUBSIDIARIES

and 2022, the Company had interest in assets from these joint ventures of $1.8 million and $2.4 million, respectively.

For those joint ventures accounted for under the equity method, the Company’s investment balances for the joint ventures are included in investments in the consolidated balance sheets. The Company’s investments in equity method joint ventures as of December 31, 2023 and 2022, were a net asset of $6.2 million and $1.3 million, respectively. In 2023, 2022 and 2021, the Company recognized income from equity method joint ventures of $5.0 million, $5.9 million and $0.9 million, respectively.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at the date of the consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Estimates are used for items such as long-lived assets and goodwill; fair values of acquired assets and liabilities under the acquisition method of accounting; property depreciable lives; tax provisions; revenue recognized using the cost-to-cost measure of progress for contracts; expected credit losses; loss contingencies; costs on construction contracts; unbilled revenues; actuarially determined benefit costs; lease classification; present value of right-of-use assets and lease liabilities; and the valuation of stock-based compensation. As additional information becomes available, or actual amounts are determinable, the recorded estimates are revised. Consequently, operating results can be affected by revisions to prior accounting estimates. 

Stock-Based Compensation 

Eligible employees of the Company have traditionally participated in MDU Resources’ stock-based compensation plans. The Company records compensation expense on awards granted to its employees, as well as an allocation of stock-based compensation expenses associated with MDU Resources’ shared employees.

Compensation awards are accounted for based on the estimated fair values at the grant date and compensation expense is recognized over the vesting period. The Company uses the straight-line amortization method to recognize compensation expense related to restricted stock units, which only has a service condition. This method recognizes stock compensation expense on a straight-line basis over the requisite service period for the entire award. The Company applies a forfeiture rate estimate to the compensation expense.

Cash and Cash Equivalents 

The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. As of December 31, 2023 and 2022, the cash presented in the consolidated balance sheets represents cash not subject to the centralized cash management program.

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EVERUS CONSTRUCTION, INC. AND SUBSIDIARIES

Receivables and Allowance for Expected Credit Losses 

Receivables consist primarily of trade receivables from the sale of goods and services net of expected credit losses. Accounts receivable as of December 31 are summarized as follows: 

			2023						2022
			(In thousands)
Trade receivables:
Completed contracts			$	42,467					$	29,099
Contracts in progress			409,872						452,909
Retention receivables			84,474						91,474
Other			5,254						4,926
Receivables, gross			542,067						578,408
Less expected credit losses			7,967						2,161
Receivables, net			$	534,100					$	576,247

The Company’s trade receivables are all due in 12 months or less. The total balance of receivables past due 90 days or more was $42.0 million and $31.5 million as of December 31, 2023 and 2022, respectively. The Company’s long-term retention receivables were $21.4 million and $19.5 million as of December 31, 2023 and 2022, respectively. 

The following table presents the opening and closing balances of receivables, net, as of December 31:

			2023						2022
			(In thousands)
Balance at beginning of period			$	576,247					$	387,271
Change during period			(42,147)						188,976
Balance at end of period			$	534,100					$	576,247

The Company’s expected credit losses are determined using historical credit loss experience, changes in asset-specific characteristics, current conditions, and reasonable and supportable future forecasts, among other specific account data. A review of the Company’s expected credit losses is performed at least quarterly. The Company develops and documents its methodology to determine its allowance for expected credit losses. Risk characteristics used by the Company may include customer mix, knowledge of customers and general economic conditions of the various local economies, among others. Specific account balances are written off when management determines the amounts to be uncollectible. The year-to-date change in the credit loss provisions were due to outstanding balances being collected that had been reserved for changes in economic factors related to certain customer accounts.

Details of the Company’s expected credit losses were as follows:

			(In thousands)
As of January 1, 2022			$	2,533
Current expected credit loss provision			186
Less write-offs charged against the allowance			626
Credit loss recoveries collected			68
As of December 31, 2022			$	2,161
Current expected credit loss provision			6,202
Less write-offs charged against the allowance			455
Credit loss recoveries collected			59
As of December 31, 2023			$	7,967

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EVERUS CONSTRUCTION, INC. AND SUBSIDIARIES

Inventories

Inventories consist primarily of manufactured equipment held for resale and/or rental of $37.2 million and $30.0 million as of December 31, 2023 and 2022, respectively, and materials and supplies of $5.5 million and $6.8 million as of December 31, 2023 and 2022, respectively. These inventories are stated at the lower of average cost or net realizable value. The value of inventory may decrease due to obsolescence, physical deterioration, damage, costs to repair or other causes. Inventory valuation write-downs are determined based on specific facts and circumstances and were not material as a whole as of December 31, 2023 and 2022.

Property, Plant and Equipment

Additions to property, plant and equipment are recorded at cost. Gains or losses resulting from the retirement or disposal of assets are recognized as a component of operating income. The Company capitalizes interest, when applicable, on certain property, plant and equipment. There was no interest capitalized in 2023 or 2022. Property, plant and equipment are depreciated on a straight-line basis over the average useful lives of the assets.

Goodwill

Goodwill represents the excess of the purchase price over the fair value of identifiable net tangible and intangible assets acquired in a business combination. Goodwill is required to be tested for impairment annually, which the Company completes in the fourth quarter, or more frequently if events or changes in circumstances indicate that goodwill may be impaired. 

The Company has determined that the reporting units for its goodwill impairment test are its operating segments as they constitute a business for which discrete financial information is available and for which management regularly reviews the operating results. For more information on the Company’s reporting units, see Note 13. Goodwill impairment, if any, is measured by comparing the fair value of reporting units to their carrying value. If the fair value exceeds carrying value, the goodwill of the reporting unit is not impaired. If the carrying value exceeds fair value, the Company must record an impairment loss for the amount that the carrying value of the reporting unit, including goodwill, exceeds the fair value. For the years ended December 31, 2023, 2022 and 2021, there were no impairment losses recorded. The Company performed its annual goodwill impairment test in the fourth quarter of 2023 and determined the fair value of each reporting unit substantially exceeded the carrying value as of October 31, 2023. 

Determining the fair value of a reporting unit requires judgment and the use of significant estimates which include assumptions about the Company’s future revenue, profitability and cash flows, amount and timing of estimated capital expenditures, inflation rates, risk-adjusted cost of capital, operational plans, and current and future economic conditions, among others. The fair value of each reporting unit is determined using a weighted combination of income and market approaches. The Company believes that the estimates and assumptions used in its impairment assessments are reasonable and based on available market information. 

The Company uses a discounted cash flow methodology for its income approach. Under the income approach, the discounted cash flow model determines fair value based on the present value of projected cash flows over a specified period and a residual value related to future cash flows beyond the projection period. Both values are discounted using a rate that reflects the best estimate of the risk-adjusted cost of capital. The risk-adjusted cost of capital was 9.3 percent, 9.2 percent and 8.5 percent in 2023, 2022 and 2021, respectively. 

Under the market approach, the Company estimates fair value using various multiples derived from enterprise value to EBITDA for comparative peer companies. These multiples are applied to operating data for each reporting unit to arrive at an indication of fair value. In addition, the Company adds a reasonable control premium when calculating the fair value utilizing the peer multiples, which is estimated as the premium that would be received in a sale in an orderly transaction between market participants. The Company used control premiums of 20 percent, 20 percent and 15 percent for the years ended December 31, 2023, 2022 and 2021, respectively. 

The Company uses significant judgment in estimating its five-year forecast. The assumptions underlying cash flow projections are aligned with the Company’s strategy and assumptions. Future projections are heavily correlated

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EVERUS CONSTRUCTION, INC. AND SUBSIDIARIES

with the current year’s results of operations. Future results of operations may vary due to economic and financial impacts. The long-term growth rates used in the five-year forecast are based on industry data and management’s knowledge of the industry and strategic plans. The long-term growth rate varies by reporting unit and was approximately 3 percent in 2023, 2022 and 2021, respectively. 

Impairment of Long-Lived Assets, Excluding Goodwill 

The Company reviews the carrying values of its long-lived assets, excluding goodwill, whenever events or changes in circumstances indicate that such carrying values may not be recoverable. The Company tests long-lived assets for impairment at a lower level than that of goodwill impairment testing. Long-lived assets or groups of assets are evaluated for impairment at the lowest level of independently identifiable cash flows for an individual operation or group of operations collectively serving a local market. The determination of whether an impairment has occurred is based on an estimate of undiscounted future cash flows attributable to the assets, compared to the carrying value of the assets. If impairment has occurred, the amount of the impairment recognized is determined by estimating the fair value of the assets and recording a loss if the carrying value is greater than the fair value.

No impairment losses were recorded in 2023, 2022 or 2021. Unforeseen events and changes in circumstances could require the recognition of impairment losses in the future.

Leases

Lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected lease term. The Company recognizes leases with an original lease term of 12 months or less in income on a straight-line basis over the term of the lease and does not recognize a corresponding right-of-use asset or lease liability. The Company’s lease agreements may contain variable lease payments based on inflation adjustments, property taxes and common area maintenance, all of which are expensed as incurred. The Company determines the lease term based on the non-cancellable and cancellable periods in each contract. The non-cancelable period consists of the term of the contract that is legally enforceable and cannot be canceled by either party without incurring a significant penalty. The cancellable period is determined by various factors that are based on who has the right to cancel a contract. If only the lessor has the right to cancel the contract, the Company will assume the contract will continue. If the lessee is the only party that has the right to cancel the contract, the Company looks to asset, entity and market-based factors. If both the lessor and the lessee have the right to cancel the contract, the Company assumes the contract will not continue.

The discount rate used to calculate the present value of the lease liabilities is based upon the implied rate within each contract. If the rate is unknown or cannot be determined, the Company uses an incremental borrowing rate, which is determined by the length of the contract, asset class and the Company’s borrowing rates, as of the commencement date of the contract.

Investments

The Company’s investments include the cash surrender value of life insurance policies and insurance contracts. The Company measures its investment in the insurance contracts at fair value with any unrealized gains and losses recorded on the consolidated statements of income. The Company’s valuation techniques used to measure fair value are designed to maximize the use of observable inputs and minimize the use of unobservable inputs.

Employee Benefit Plans 

Pension and other post-retirement benefit plans sponsored by MDU Resources are accounted for by the Company as multiemployer plans. The related assets and liabilities are not reflected in the consolidated balance sheets. The consolidated statements of income reflect a proportionate allocation of net periodic benefit costs for employees’ participation in plans sponsored by MDU Resources.

Note 4 - Revenue from Contracts with Customers

Revenue is recognized when a performance obligation is satisfied by transferring control over a product or service to a customer. Revenue is measured based on consideration specified in a contract with a customer and

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EVERUS CONSTRUCTION, INC. AND SUBSIDIARIES

excludes any sales incentives and amounts collected on behalf of third parties. The Company is considered an agent for certain taxes collected from customers. As such, the Company presents revenues net of these taxes at the time of sale to be remitted to governmental authorities, including sales and use taxes.

As part of the adoption of - Revenue from Contracts with Customers, the Company elected the practical expedient to recognize the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that the Company otherwise would have recognized is 12 months or less.

Changes in cost estimates on certain contracts may result in the issuance of change orders, which can be approved or unapproved by the customer, or the assertion of contract claims. The Company recognizes amounts associated with change orders and claims as revenue if it is probable that the contract price will be adjusted and the amount of any such adjustment can be reasonably estimated. Change orders and claims are negotiated in the normal course of business and represent management’ estimates of additional contract revenues that have been earned and are probable of collection.

As of December 31, 2023 and 2022, the Company had change orders that were not approved by the customer of approximately $187.4 million and $204.8 million, respectively, and claim positions of $42.7 million and $26.2 million, which have been excluded from the contract transaction price. The Company continues to evaluate these claims. During the years ended December 31, 2023 and 2022, the Company recorded a loss provision of $1.5 million and $6.8 million, respectively, in billings in excess of costs and estimated earnings on the consolidated balance sheets related to these contracts that is still being completed and remains recorded.

The Company received notification from a customer on a large project with a contract that was billed on a time and materials basis with no stated maximum price, that it is withholding payment of approximately $31.0 million on remaining outstanding billings, including retention. The Company believes it has substantial defenses against these claims based upon the terms of the contract and the Company’s belief that it has performed under the terms of the contract. The Company believes collection of the remaining outstanding billings, including retention is probable and, as a result, the Company has recognized the revenue from this project in its results. However, there is uncertainty surrounding this matter, including the potential long-term nature of dispute resolution, the Company filing a lien on the property and the broad range of possible consideration amounts as a result of negotiations and potential litigation to resolve the dispute.

Disaggregation of Revenue

In the following tables, revenue is disaggregated by contract type and customer type for each reportable segment. The Company believes this level of disaggregation best depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. For more information on the Company’s reportable segments, refer to Note 13.

The following tables present revenue disaggregated by contract type:

Year ended December 31, 2023			Electrical & Mechanical						Transmission & Distribution						Total
			(In thousands)
Fixed-price			$	1,049,626					$	353,836					$	1,403,462
Unit-price			81,786						94,794						176,580
Cost reimbursable*			1,003,455						285,947						1,289,402
Total contract revenues			$	2,134,867					$	734,577					$	2,869,444
Eliminations			(9,324)						(5,730)						(15,054)
Total operating revenues			$	2,125,543					$	728,847					$	2,854,390

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EVERUS CONSTRUCTION, INC. AND SUBSIDIARIES

Year ended December 31, 2022			Electrical & Mechanical						Transmission & Distribution						Total
			(In thousands)
Fixed-price			$	1,002,117					$	308,530					$	1,310,647
Unit-price			91,565						116,831						208,396
Cost reimbursable*			904,158						292,032						1,196,190
Total contract revenues			$	1,997,840					$	717,393					$	2,715,233
Eliminations			(9,111)						(6,872)						(15,983)
Total operating revenues			$	1,988,729					$	710,521					$	2,699,250

Year ended December 31, 2021			Electrical & Mechanical						Transmission & Distribution						Total
			(In thousands)
Fixed-price			$	845,907					$	299,689					$	1,145,596
Unit-price			54,183						128,100						182,283
Cost reimbursable*			434,393						305,827						740,220
Total contract revenues			$	1,334,483					$	733,616					$	2,068,099
Eliminations			(9,690)						(6,772)						(16,462)
Total operating revenues			$	1,324,793					$	726,844					$	2,051,637

___________________

*Includes time and material, time and equipment, and cost reimbursable plus fee contracts.

The following table presents revenue disaggregated by customer type:

			Year ended December 31,
			2023						2022						2021
			(In thousands)
Commercial			$	1,204,016					$	1,082,456					$	553,153
Industrial			473,339						405,730						457,506
Institutional			262,344						215,509						123,116
Renewables			55,402						151,100						12,317
Service & other			139,766						143,045						188,391
Total Electrical & Mechanical			2,134,867						1,997,840						1,334,483
Utility			677,434						645,077						630,500
Transportation			57,143						72,316						103,116
Total Transmission & Distribution			734,577						717,393						733,616
Intersegment eliminations			(15,054)						(15,983)						(16,462)
Total operating revenues			2,854,390						2,699,250						2,051,637

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EVERUS CONSTRUCTION, INC. AND SUBSIDIARIES

Uncompleted Contracts

Costs, estimated earnings and billings on uncompleted contracts as of December 31 are summarized as follows:

			2023						2022
			(In thousands)
Costs incurred on uncompleted contracts			$	6,390,641					$	5,371,612
Estimated earnings			840,994						690,882
Costs and estimated earnings on uncompleted contracts			7,231,635						6,062,494
Less: billings to date			7,271,337						6,074,776
Net contract liabilities			$	(39,702)					$	(12,282)

The timing of revenue recognition may differ from the timing of invoicing to customers. The timing of invoicing to customers does not necessarily correlate with the timing of revenues being recognized under the cost-to-cost method of accounting. Contracts from contracting services usually stipulate the timing of payment, which is defined by the terms found within the various contracts under which work was performed during the period. Contracts from contracting services are billed as work progresses in accordance with agreed upon contractual terms. Generally, billing to the customer occurs contemporaneous to revenue recognition. A variance in timing of the billings may result in a contract asset or a contract liability. A contract asset, located within costs and estimated earnings in excess of billings on the consolidated balance sheets, occurs when revenues are recognized under the cost-to-cost measure of progress, which exceeds amounts billed on uncompleted contracts. Such amounts will be billed as standard contract terms allow, usually based on various measures of performance or achievement. Contract assets are not considered a significant financing component as they are intended to protect the customer in the event the Company does not perform on its obligations under the contract. A contract liability, located within costs and estimated earnings in excess of billings on the consolidated balance sheets, occurs when there are billings in excess of revenues recognized under the cost-to-cost measure of progress on uncompleted contracts. Contract liabilities decrease as revenue is recognized from the satisfaction of the related performance obligation. Contract liabilities are not considered to have a significant financing component as they are used to meet working capital requirements that generally are higher in the early stages of a contract and are intended to protect the Company from the other party failing to meet its obligations under the contract.

Contract assets and liabilities consisted of the following as of December 31:

			2023						2022
			(In thousands)
Unbilled revenue			158,529						153,907
Contract assets			158,529						153,907
Deferred revenue			196,686						159,398
Accrued loss provision			1,545						6,791
Contract liabilities			198,231						166,189

The following table presents the opening and closing balances of contract assets and contract liabilities:

			2023																		2022
			Contract Assets						Contract Liabilities						Net Contract Liabilities						Contract Assets						Contract Liabilities						Net Contract Liabilities
			(In thousands)
Balance at beginning of period			$	153,907					$	(166,189)					$	(12,282)					$	103,453					$	(144,562)					$	(41,109)
Change during period			4,622						(32,042)						(27,420)						50,454						(21,627)						28,827
Balance at end of period			$	158,529					$	(198,231)					$	(39,702)					$	153,907					$	(166,189)					$	(12,282)

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EVERUS CONSTRUCTION, INC. AND SUBSIDIARIES

Contract assets and liabilities fluctuate period to period based on various factors, including, among others, changes in the number and size of projects in progress at period end; variability in billing and payment terms, such as up-front or advance billings, interim or milestone billings, or deferred billings; and unapproved change orders and contract claims recognized as revenues. The primary driver of the difference between the Company’s opening and closing contract asset and contract liability balances is the timing of the Company’s billings in relation to its performance of work.

The Company recognized $166.1 million, $141.4 million and $119.8 million in operating revenues in the consolidated statements of income for the years ended December 31, 2023, 2022 and 2021, respectively, which previously was included in contract liabilities as of December 31, 2022, 2021 and 2020, respectively. The Company recognized a net increase in revenues of approximately $45.7 million, $46.9 million and $40.6 million for the years ended December 31, 2023, 2022 and 2021, respectively, from performance obligations satisfied in prior periods.

As of December 31, 2023 and 2022, receivables, net, included $105.8 million and $111.0 million, respectively, of retainage billed under terms of the Company’s contracts. These retainages represent amounts that have been contractually invoiced to customers and where payments have been partially withheld pending the achievement of certain milestones, satisfaction of other contractual conditions, or completion of the project. The Company estimates that approximately 90 percent of the retainage outstanding as of December 31, 2023, will be collected during 2024.

Remaining Performance Obligations

The remaining performance obligations, also referred to as backlog, include unrecognized revenues that the Company reasonably expects to be realized. These unrecognized revenues can include projects that have a written award, a letter of intent, a notice to proceed, an agreed upon work order to perform work on mutually accepted terms, and conditions and change orders or claims to the extent management believes additional contract revenues will be earned and are deemed probable of collection. The majority of the Company’s contracts for contracting services have an original duration of less than one year.

As of December 31, 2023, the aggregate amount of the transaction price allocated to the Company’s remaining performance obligations was $2.01 billion. The table below shows additional information regarding the Company’s remaining performance obligations, including an estimate of when the Company expects to recognize its remaining performance obligations as revenue:

			Within One Year						Greater than One Year
			(In thousands)
Remaining performance obligations
Electrical & Mechanical			$	1,244.8					$	440.8
Transmission & Distribution			283.1						42.2
Total			1,527.9						483.0

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EVERUS CONSTRUCTION, INC. AND SUBSIDIARIES

Note 5 – Property, Plant and Equipment

Property, plant and equipment as of December 31 was as follows:

			2023						2022						Estimated Useful Life in Years
			(In thousands)
Land			$	8,662					$	8,234					—
Buildings and improvements			52,667						50,776						24 to 30
Machinery and equipment			78,019						72,697						3 to 15
Vehicles			113,783						106,762						3 to 7
Other			6,718						6,642						3 to 5
Gross property, plant and equipment			259,849						245,111
Less accumulated depreciation			143,831						135,038
Net property, plant and equipment			$	116,018					$	110,073

For the years ended December 31, 2023, 2022 and 2021, total depreciation expense was $21.1 million, $19.2 million and $17.7 million, respectively.

Depreciation expense is recognized in cost of sales and selling, general and administrative expenses on the consolidated statements of income.

The components of certain equipment leased to third parties under operating leases, which are included within the Company’s property, plant and equipment in the consolidated balance sheets, were as follows as of December 31, 2023.

(In thousands)			2023						2022
Machinery and equipment			$	56,186					$	52,467
Less accumulated depreciation			29,134						27,970
Property, plant and equipment, net			$	27,052					$	24,497

Note 6 – Goodwill and Other Intangible Assets

The carrying amount of goodwill at the Company, which remained unchanged, was $143.2 million, respectively, as of December 31, 2023, 2022 and 2021. We have determined that our reporting units are Electrical & Mechanical, Transmission & Distribution, and Wagner Smith Equipment (WSE). For the reporting units, goodwill has remained unchanged at $115.9 million for Electrical & Mechanical and $27.3 million for Transmission & Distribution as of December 31, 2023, 2022 and 2021. No impairments of goodwill have been recorded in these periods.

Other amortizable intangible assets as of December 31 were as follows:

			2023						2022
			(In thousands)
Noncompete agreements			292						552
Less accumulated amortization			292						544
Net Noncompete Agreements			—						8
Customer relationships			10,450						10,450
Less accumulated amortization			8,446						6,356
Net Customer Relationships			2,004						4,094
Total			$	2,004					$	4,102

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EVERUS CONSTRUCTION, INC. AND SUBSIDIARIES

Amortization expense for finite-lived intangible assets for the years ended December 31, 2023, 2022 and 2021, was $2.1 million, $2.2 million and $2.5 million, respectively. Amortization expense is recognized in selling, general and administrative expenses in the consolidated statements of income. The amounts of estimated amortization expense for identifiable intangible assets beyond December 31, 2023, are:

			2024						2025						2026						2027						2028						Thereafter
			(In thousands)
Amortization expense			$	1,887.7					$	116.5					$	—					$	—					$	—					$	—

Note 7 – Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. The fair value ASC 820 establishes a three-tier hierarchy for grouping assets and liabilities, based on the significance and availability of inputs in active markets. The estimated fair values of the Company’s assets and liabilities measured on a recurring basis are determined using the market approach.

In general, fair values determined by Level 1 inputs use quoted prices in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs use data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are “unobservable data points” for the asset or liability and include situations where there is little, if any, market activity for the asset or liability.

The Company measures its investments in certain fixed-income and equity securities at fair value with changes in fair value recognized in the consolidated statements of income. The Company anticipates using these investments, which consist of insurance contracts, to satisfy its obligations as a participant in MDU’s unfunded, nonqualified defined benefit plans for the Company’s executive officers and certain key management employees, and invests in these fixed-income and equity securities for the purpose of earning investment returns and capital appreciation. These investments, which totaled $5.0 million and $4.6 million as of December 31, 2023 and 2022, respectively, are included in investments on the consolidated balance sheets. The net unrealized gain on these investments for the years ended December 31, 2023, December 31, 2022 and December 31, 2021, was immaterial. The change in fair value, which is considered part of the cost of the plan, is classified in Other income on the consolidated statements of income.

The Company’s Level 2 money market funds are included as a part of investments on the consolidated balance sheets and are valued at the net asset value of shares held at the end of the period, based on published market quotations on active markets or using other known sources, including pricing from outside sources. The estimated fair value of the Company’s Level 2 insurance contracts is based on contractual cash surrender values that are determined primarily by investments in managed separate accounts of the insurer. These amounts approximate fair value. The managed separate accounts are valued based on other observable inputs or corroborated market data.

Though the Company believes the methods used to estimate fair value are consistent with those used by other market participants, the use of other methods or assumptions could result in a different estimate of fair value.

The estimated fair values of the Company’s cash and cash equivalents, receivables, accounts payable and other accrued liabilities approximate their carrying value due to the short-term maturities of these instruments.

The carrying value of the Company’s long-term debt, classified as related-party notes payable, approximates fair value based on a comparison with current prevailing market rates for borrowings of similar risks and maturities.

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EVERUS CONSTRUCTION, INC. AND SUBSIDIARIES

The Company’s assets measured at fair value on a recurring basis were as follows:

			Fair Value Measurements as of December 31, 2023, Using
			Quoted Prices in Active Markets for Identical Assets (Level 1)						Significant Other Observable Inputs (Level 2)						Significant Unobservable Inputs (Level 3)						Balance as of December 31, 2023
			(In thousands)
Assets:
Money market funds			$	—					$	1,725					$	—					$	1,725
Insurance contracts*			—						5,005						—						5,005
Total assets measured at fair value			$	—					$	6,730					$	—					$	6,730

__________________

*The insurance contracts invest approximately 60 percent in fixed-income investments, 15 percent in common stock of large-cap companies, 8 percent in target date investments, 7 percent in common stock of mid-cap companies, 5 percent in common stock of small-cap companies, 3 percent in cash equivalents, 1 percent in high yield investments and 1 percent in international investments.

			Fair Value Measurements as of December 31, 2022, Using
			Quoted Prices in Active Markets for Identical Assets (Level 1)						Significant Other Observable Inputs (Level 2)						Significant Unobservable Inputs (Level 3)						Balance as of December 31, 2022
			(In thousands)
Assets:
Money market funds			$	—					$	1,100					$	—					$	1,100
Insurance contracts*			—						4,648						—						4,648
Total assets measured at fair value			$	—					$	5,748					$	—					$	5,748

__________________

*The insurance contracts invest approximately 63 percent in fixed-income investments, 15 percent in common stock of large-cap companies, 8 percent in common stock of mid-cap companies, 6 percent in common stock of small-cap companies, 6 percent in target date investments and 2 percent in cash equivalents.

Note 8 – Leases

Most of the leases the Company enters into are for equipment, buildings and vehicles as part of its ongoing operations. The Company also leases certain equipment to third parties. The Company determines if an arrangement contains a lease at inception of a contract and accounts for all leases in accordance with ASC 842 - Leases.

The recognition of leases requires the Company to make estimates and assumptions that affect the lease classification and the assets and liabilities recorded. The accuracy of lease assets and liabilities reported on the consolidated balance sheets depends on, among other things, management’s estimates of interest rates used to discount the lease assets and liabilities to their present value, as well as the lease terms based on the unique facts and circumstances of each lease.

Lessee Accounting

The leases the Company has entered into as part of its ongoing operations are considered operating leases. The corresponding lease costs are included in cost of sales and selling, general and administrative expenses on the consolidated statements of income.

Generally, the leases for vehicles and equipment have a term of five years or less and buildings have a longer term of up to 35 years or more. The Company also has guaranteed the residual value under certain of its equipment operating leases, agreeing to pay any difference between the residual value and the fair market value of the underlying asset at the date of lease termination. Historically, the fair value of the assets at the time of lease

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EVERUS CONSTRUCTION, INC. AND SUBSIDIARIES

termination generally has approximated or exceeded the residual value guarantees. To date, the Company does not have any residual value guarantee amounts probable of being owed to a lessor, financing leases or material agreements with related parties.

The Company has entered into operating leases for land, buildings, equipment and office space with certain members of management and officers of the Company in connection with acquisitions of subsidiaries that were previously owned and operated by such management. Refer to Note 16 for additional information.

The following tables provides information on the Company’s operating leases for the years ended December 31:

			2023						2022						2021
			(In thousands)
Lease costs:
Operating lease cost			$	26,386					$	24,518					$	22,094
Variable lease cost			99,964						1,228						935
Short-term lease cost			1,215						103,075						78,341
Total lease costs			$	127,565					$	128,821					$	101,370

The following is a summary of the lease terms and discount rates as of December 31:

			2023						2022
			(Dollars in thousands)
Weighted average remaining lease term			1.34 years						1.37 years
Weighted average discount rate			4.94		%				3.72		%

The following is a summary of other information and supplemental cash flow information related to operating leases for the years ended December 31:

			2023						2022						2021
			(In thousands)
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows used for operating lease liabilities			$	26,810					$	24,071					$	18,962
Right-of-use assets obtained in exchange for new operating lease liabilities			$	43,917					$	37,834					$	44,072

The reconciliation of future undiscounted cash flows to operating lease liabilities presented on the consolidated balance sheets as of December 31, 2023, was as follows:

Year Ending December 31,			(In thousands)
2024			$	23,220
2025			15,074
2026			8,808
2027			4,820
2028			2,439
Thereafter			4,473
Total			58,834
Less discount			5,187
Total operating lease liabilities			$	53,647

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EVERUS CONSTRUCTION, INC. AND SUBSIDIARIES

Lessor Accounting

The Company leases certain equipment to third parties. These leases are considered short-term operating leases with terms of less than 12 months. The Company recognizes revenue from operating leases in operating revenues in the consolidated statements of income on a straight-line basis over the respective operating lease terms. As of December 31, 2023, the Company had $9.3 million of lease receivables with a majority due within 12 months or less.

The Company recognized revenue from operating leases of $45.3 million, $47.4 million and $49.6 million for the years ended December 31, 2023, 2022 and 2021, respectively.

The Company leases components of certain equipment to third parties under operating leases, which are included within the Company’s property, plant and equipment. Refer to Note 5 for additional information.

Note 9 – Stock-Based Compensation

Until the spinoff is complete, key employees of the Company will continue to participate in the stock-based compensation plans authorized and managed by MDU Resources. In connection with MDU Resources’ separation of Knife River Corporation (“Knife River”) on May 31, 2023, the provisions of the existing MDU Resources’ compensation plans required adjustments to the number and terms of outstanding employee time-vested restricted stock units and performance share awards to preserve the intrinsic value of the awards immediately prior to the separation. The outstanding awards will continue to vest over the original vesting period, which is generally three years from the grant date. However, the outstanding performance share awards will no longer be subject to performance-based vesting conditions. The performance share awards were first adjusted for performance. The combined performance factors were determined based on the performance of MDU Resources as of December 31, 2022.

Total stock-based compensation expense (after tax) for participants of the Company was $0.6 million, $1.2 million, and $1.8 million in 2023, 2022, and 2021, respectively, and is included in selling, general and administrative expenses in the consolidated statements of income. The Company uses the straight-line amortization method to recognize compensation expense related to restricted stock units, which only has a service condition. The Company recognized compensation expense related to performance awards with market-based performance metrics on a straight-line basis over the requisite service periods. As of December 31, 2023, total remaining unrecognized compensation expense related to stock-based compensation for the Company was approximately $1.3 million (before income taxes), which will be amortized over a weighted average period of 1.6 years. 

At the time of the Company’s separation from MDU Resources, all outstanding stock-based compensation of MDU Resources was converted into restricted stock units. Following the separation, no performance share awards existed.

Restricted Stock Units

In February 2023, 2022, and 2021, key employees of the Company were granted restricted stock units under MDU Resources’ long-term performance-based incentive plan. The compensation committee has the authority to select recipients of awards, determine the type and size of awards, and establish certain terms and conditions of award grants. The restricted stock units vest over three years, contingent on continued employment. Compensation expense is recognized over the vesting period. Upon vesting, participants receive dividends that accumulate during the vesting period.

As previously discussed, adjustments were made to the number of restricted stock units to preserve the intrinsic value of the awards in connection with the separation of Knife River and outstanding performance share awards were converted to restricted stock units.

Historical Performance Share Awards

In February 2022 and 2021, key employees of the Company were granted performance share awards under MDU Resources’ long-term performance-based incentive plan authorized by MDU Resources’ compensation

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EVERUS CONSTRUCTION, INC. AND SUBSIDIARIES

committee. The compensation committee has the authority to select recipients of awards, determine the type and size of awards, and establish certain terms and conditions of award grants. Share awards were generally earned over a three-year vesting period and tied to specific financial metrics. Upon vesting, participants may receive dividends that accumulate during the vesting period. Share awards were generally earned over a three-year vesting period and tied to financial metrics. However, as previously discussed, the outstanding performance share awards of Everus Construction employees were converted to restricted stock units of MDU Resources in connection with the separation. As a result, there were no outstanding performance shares as of December 31, 2023.

Under the market condition for these performance share awards, participants could earn from zero to 200 percent of the apportioned target grant of shares based on MDU Resources’ total stockholder return relative to that of the selected peer group. Compensation expense was based on the grant-date fair value as determined by a Monte Carlo simulation. The blended volatility term structure ranges were comprised of 50% historical volatility and 50% implied volatility. Risk-free interest rates were based on US Treasury security rates in effect as of the grant date. Assumptions used for grants applicable to the market condition for certain performance shares issued in 2022 and 2021 were:

			2022						2021
Weighted average grant date fair value			$	36.25					$	37.96
Blended volatility range			24.07% - 31.41%						35.37% - 46.35%
Risk-free interest rate range			0.71% - 1.68%						0.02% - 0.20%
Weighted average discounted dividends per share			$	2.93					$	3.16

Under the performance conditions for these performance share awards, participants could earn from zero to 200 percent of the apportioned target grant of shares. The performance conditions were based on MDU Resources’ compound annual growth rate in earnings from continuing operations. The weighted average grant-date fair value per share for the performance shares applicable to these performance conditions issued in 2022 and 2021 was $27.73 and $27.35, respectively.

The fair value of the performance shares that vested during the years ended December 31, 2022, and 2021, was $1.1 million and $1.7 million, respectively.

A summary of the status of the restricted stock units and performance share awards for the year ended December 31, 2023, was as follows: 

			Performance Share Awards												Restricted Stock Units
			Number of Shares						Weighted Average Grant Date Fair Value						Number of Shares						Weighted Average Grant Date Fair Value			**
Nonvested as of December 31, 2022			56,348						$	32.32					18,780						$	27.54
Granted pre-separation of Knife River			—												40,992						30.42
Adjustments for performance			(11,507)												—
Nonvested pre-separation of Knife River			44,841												59,772
Adjustments related to the Knife River Separation*			(44,841)												95,333
Vested Shares															(42,584)						18.68
Nonvested as of December 31, 2023			—												112,521						$	21.12

__________________

*Includes the conversion adjustments to preserve the intrinsic value of the awards.

**     Weighted average grant-date fair values post-separation of Knife River reflects MDU Resources’ adjusted stock price due to the separation.

Note 10 – Accumulated Other Comprehensive Loss

Comprehensive income is the sum of net income as reported and other comprehensive income. The Company’s accumulated other comprehensive loss is comprised of gains (losses) on derivative instruments qualifying as hedges.

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EVERUS CONSTRUCTION, INC. AND SUBSIDIARIES

The after-tax changes in the components of accumulated other comprehensive loss were as follows:

			Net Unrealized Loss on Derivative Instruments Qualifying as Hedges						Total Accumulated Other Comprehensive Loss
			(In thousands)
As of December 31, 2021			$	(120)					$	(120)
Other comprehensive income before reclassifications			—						—
Amounts reclassified from accumulated other comprehensive loss			85						85
Net current-period other comprehensive income			85						85
As of December 31, 2022			$	(35)					$	(35)
Other comprehensive income before reclassifications			—						—
Amounts reclassified (to) from accumulated other comprehensive loss			35						35
Net current-period other comprehensive income (loss)			35						35
As of December 31, 2023			$	—					$	—

The following amounts were reclassified out of accumulated other comprehensive loss into net income. The amounts presented in parentheses indicate a decrease to net income on the consolidated statements of income. The reclassifications for the years ended December 31 were as follows:

			2023						2022						Location on Consolidated Statements of Income
			(In thousands)
Reclassification adjustment for income on derivative instruments included in net income			36						$	155					Interest expense
			(1)						$	(70)					Income taxes
Total reclassifications			35						$	85

Note 11 – Income Taxes

Income tax expense on the consolidated statements of income for the years ended December 31 was as follows:

			2023						2022						2021
			(In thousands)
Current:
Federal			$	39,468					$	32,198					$	23,583
State			8,923						7,530						6,858
			48,391						39,728						30,441
Deferred:
Income taxes:
Federal			(2,629)						1,066						3,984
State and city			(476)						(6)						1,002
			(3,105)						1,060						4,986
Total income tax expense			$	45,286					$	40,788					$	35,427

F-31

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EVERUS CONSTRUCTION, INC. AND SUBSIDIARIES

Components of deferred tax assets and deferred tax liabilities as of December 31 were as follows:

			2023						2022
			(In thousands)
Deferred tax assets:
Operating lease liabilities			$	13,951					$	13,791
Compensation-related			10,256						8,458
Legal and environmental contingencies			1,041						3,606
Accrued pension costs			1,046						1,274
Workers’ compensation reserve			1,497						1,351
Bad debt reserve			1,760						573
Capital investment overhead on contracts			458						251
Other			7,937						6,147
Total deferred tax assets			37,946						35,451
Deferred tax liabilities:
Basis differences on property, plant and equipment			17,173						15,828
Operating lease right-of-use-assets			13,825						13,544
Intangible assets			10,372						9,879
Insurance claim receivable			1,041						3,860
Other			1,256						1,196
Total deferred tax liabilities			43,667						44,307
Valuation allowance			814						784
Net deferred income tax liability			$	6,535					$	9,640

As of December 31, 2023 and 2022, the Company had various state income tax net operating loss carryforwards of $16.5 million and $15.9 million, respectively. The state income tax net operating loss carryforwards are due to expire beginning in 2031. It is likely that a portion of the benefit from certain carryforwards will not be realized; therefore, valuation allowances have been provided. As of December 31, 2023 and 2022, the total valuation allowance on deferred tax assets, related to state net operating loss carryforwards, was approximately $0.8 million and $0.8 million, respectively. The increase in the Company’s valuation allowances as of December 31, 2023, was primarily a result of increased state net operating loss carryforwards. Changes in tax regulations or assumptions regarding current and future taxable income could require an adjustment to the valuation allowances in the future.

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 were as follows:

Years ended December 31,			2023												2022												2021
			Amount						%						Amount						%						Amount						%
			(In thousands)
Computed tax at federal statutory rate			$	38,328					21.0						$	34,769					21.0						$	30,414					21.0
Increases (reductions) resulting from:
State income taxes, net of federal income tax			7,714						4.2						6,423						3.9						6,506						4.5
Tax compliance and uncertain tax positions			(1,506)						(0.8)						(275)						(0.2)						(994)						(0.7)
Other			750						0.4						(129)						(0.1)						(499)						(0.3)
Total income tax expense			$	45,286					24.8						$	40,788					24.6						$	35,427					24.5

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EVERUS CONSTRUCTION, INC. AND SUBSIDIARIES

The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction and various state and local jurisdictions. The Company is no longer subject to U.S. federal tax examinations by tax authorities for years ending prior to 2020. With few exceptions, as of December 31, 2023, the Company is no longer subject to state and local income tax examinations by tax authorities for years ending prior to 2020.

The Company’s unrecognized tax benefits as of December 31, 2023 and 2022, respectively was $0.7 million and $0.6 million. The Company’s accrued interest and penalties and recognized interest and penalties related to unrecognized tax benefits for each of the years ended December 31, 2023, 2022, and 2021, were immaterial. The liability for unrecognized tax benefits is recorded in taxes payable and accrued interest and penalties is recorded in other accrued liabilities on the consolidated balance sheets.

Note 12 – Supplemental Cash Flow Information

Cash expenditures for interest and income taxes for the years ended December 31 were as follows:

			2023						2022						2021
			(In thousands)
Interest			$	16,845					$	5,748					$	3,534
Income taxes paid			$	52,322					$	33,201					$	40,055

Non-cash investing transactions as of December 31 were as follows:

			2023						2022						2021
			(In thousands)
Purchases of property, plant and equipment included in Accounts payable			$	258					$	751					$	182

Note 13 – Business Segment Data

The Company’s reportable segments are those that are based on the Company’s method of internal reporting and management of the business. The Company provides a full spectrum of construction services across the United States through two operating segments, which represent its two reportable segments:

Electrical & Mechanical: The E&M segment provides services for the construction and maintenance of electrical and communication wiring and infrastructure, fire suppression systems, and mechanical piping and services.

Transmission & Distribution: The T&D segment provides services for the construction and maintenance of overhead and underground electrical, gas and communication infrastructure, as well as manufacturing and distribution of transmission line construction equipment and tools.

These segments are reflective of how the Company’s CEO, who is the Company’s Chief Operating Decision Maker (“CODM”), evaluates the performance and allocates resources based on segment operating income.

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EVERUS CONSTRUCTION, INC. AND SUBSIDIARIES

The information below follows the same accounting policies as described in Note 3. Information on the Company’s segments for the years ended December 31 was as follows:

			2023												2022												2021
			E&M						T&D						E&M						T&D						E&M						T&D
			(In thousands)
External operating revenues			$	2,125,543					$	728,847					$	1,988,729					$	710,521					$	1,324,793					$	726,844
Intersegment operating revenues			9,324						5,730						9,111						6,872						9,690						6,772
Depreciation and amortization expense			6,200						17,108						5,751						15,816						5,556						14,779
Operating Income			134,382						73,604						104,980						72,316						87,484						71,552
Interest expense			4,957						4,490						2,572						1,406						240						1,174
Income taxes expense			33,143						17,399						26,318						17,628						22,142						16,990
Capital expenditures*			4,853						30,736						6,373						29,471						2,469						24,753
Total assets			$	712,691					$	376,780					$	731,198					$	372,612

__________________

*Capital expenditures for 2023, 2022 and 2021 include noncash transactions for Capital expenditure-related Accounts payable.

All intercompany balances and transactions between the businesses comprising the Company have been eliminated in the consolidated financial statements.

A reconciliation of reportable segment operating revenues to consolidated operating revenues is as follows:

			2023						2022						2021
			(In thousands)
E&M operating revenue			$	2,134,867					$	1,997,840					$	1,334,483
T&D operating revenue			734,577						717,393						733,616
Total reportable segment operating revenues			2,869,444						2,715,233						2,068,099
Eliminations			(15,054)						(15,983)						(16,462)
Total consolidated operating revenues			$	2,854,390					$	2,699,250					$	2,051,637

Revenue from a single customer accounted for 16.8% and 14.5% of total operating revenues for the years ended December 31, 2023 and 2022, respectively, which were included in the E&M segment. No customer accounted for more than 10% of total operating revenues for the year ended December 31, 2021.

Trade receivables from a single customer accounted for 14.1% and 20.0% of total receivables for the years ended December 31, 2023 and 2022, respectively.

A reconciliation of reportable segment assets to consolidated assets is as follows:

			2023						2022
			(In thousands)
E&M segment assets			$	712,691					$	731,198
T&D segment assets			376,780						372,612
Total reportable segment assets			1,089,471						1,103,810
Other assets			43,628						51,385
Elimination of intercompany receivables			(22,517)						(19,609)
Total consolidated assets			$	1,110,582					$	1,135,586

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EVERUS CONSTRUCTION, INC. AND SUBSIDIARIES

A reconciliation of reportable segment operating income to consolidated income before income taxes and income from equity method investments is as follows:

			2023						2022						2021
			(In thousands)
E&M operating income			$	134,382					$	104,980					$	87,484
T&D operating income			73,604						72,316						71,552
Total operating income for reportable segments			207,986						177,296						159,036
Other operating loss			(17,443)						(12,652)						(13,282)
Interest expense			16,954						6,354						3,540
Other income			3,981						1,379						1,737
Total consolidated income before income taxes and income from equity method investments			$	177,570					$	159,669					$	143,951

Note 14 – Employee Benefit Plans

Nonqualified Benefit Plans 

In 2012, MDU Resources established a nonqualified defined contribution plan for certain key management employees, including certain employees of the Company. In 2020, the plan was frozen to new participants and no new Company contributions were made to the plan after December 31, 2020. Vesting for participants not fully vested was retained. A new nonqualified defined contribution plan was adopted in 2020 by MDU Resources, effective January 1, 2021, to replace the plan originally established in 2012 with similar provisions. Expenses incurred by the Company under these plans for the years ended December 31, 2023, 2022 and 2021 were $1.6 million, $1.1 million, and $0.9 million, respectively.

Defined Contribution Plans 

MDU Resources sponsors a defined contribution plan in which the Company participates. The costs incurred by the Company under this plan for eligible employees were $4.5 million, $4.5 million and $4.5 million for the years ended December 31, 2023, 2022 and 2021, respectively. 

Multiemployer Plans 

The Company also contributes to a number of multiemployer pension plans under the terms of collective bargaining agreements that cover its union-represented employees. The risks of participating in these multiemployer plans are different from single-employer plans in the following aspects:

•Assets contributed to the multiemployer plans by one employer may be used to provide benefits to employees of other participating employers. 

•If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers. 

•If the Company chooses to stop participating in some of its multiemployer plans, the Company may be required to pay those plans an amount based on the underfunded status of the plan, referred to as a withdrawal liability.

Amounts contributed to defined contribution multiemployer plans were $73.3 million, $67.6 million, and $54.6 million for the years ended December 31, 2023, 2022 and 2021, respectively.

The Company also contributes to a number of multiemployer other postretirement plans under the terms of collective bargaining agreements that cover its union-represented employees. These plans provide benefits such as health insurance, disability insurance and life insurance to retired union employees. Many of the multiemployer other postretirement plans are combined with active multiemployer health and welfare plans. The Company’s total contributions to its multiemployer other postretirement plans, which includes contributions to active multiemployer

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EVERUS CONSTRUCTION, INC. AND SUBSIDIARIES

health and welfare plans, were $86.6 million, $79.1 million, and $64.4 million for the years ended December 31, 2023, 2022 and 2021, respectively.

Approximately 81 percent of the Company’s total workforce is covered by collective bargaining agreements. Collective bargaining agreements representing approximately 47 percent of the Company’s workforce will expire within one year.

The Company’s participation in these plans is outlined in the following table. Unless otherwise noted, the most recent Pension Protection Act zone status available in 2023, 2022 and 2021 is for the plan’s year-end as of December 31, 2022, 2021 and 2020, respectively. The zone status is based on information that the Company received from the plan and is certified by the plan’s actuary. Among other factors, plans in the red zone generally are less than 65 percent funded, plans in the yellow zone are between 65 percent and 80 percent funded, and plans in the green zone are at least 80 percent funded.

Pension Fund						EIN/ Pension  Plan Number						Pension Protection Act Zone Status												FIP/RP Status Pending/ Implemented						Contributions																		Surcharge Imposed						Expiration Date of Collective Bargaining Agreement
												2023						2022												2023						2022						2021
Edison Pension Plan						936061681-001						Green						Green						No						$	16,957					$	18,750					$	18,331					No						12/31/2026
IBEW Local 212 Pension Trust						316127280-001						Green as of 4/30/2022						Green as of 4/30/2021						No						1,350						1,622						1,733						No						6/1/2025
IBEW Local 357 Pension Plan A						886023284-001						Green						Green						No						18,936						12,876						6,485						No						5/31/2024
IBEW Local 82 Pension Plan						316127268-001						Green as of 6/30/2023						Green as of 6/30/2022						No						2,149						1,854						1,353						No						12/6/2026
IBEW Local 648 Pension Plan						316134845-001						Red as of 2/28/2024						Yellow as of 2/28/2021						Implemented						738						915						706						No						9/1/2024
IBEW Local 683 Pension Fund Pension Plan						341442087-001						Green						Green						No						3,986						3,362						1,238						No						5/26/2024
National Electrical Benefit Fund						530181657-001						Green						Green						No						19,040						18,060						14,361						No						12/31/2023- 12/27/2027
Pension and Retirement Plan of Plumbers and Pipefitters Local 525						886003864-001						Green as of 6/30/2022						Green as of 6/30/2022						No						8,020						6,304						4,345						No						9/30/2024
Sheet Metal Workers Pension Plan of Southern CA, AZ, and NV						956052257-001						Green						Green						Implemented						3,631						3,400						2,615						No						6/30/2024
Southern California IBEW-NECA Pension Trust Fund						956392774-001						Red as of 6/30/2024						Yellow as of 6/30/2021						Implemented						1,739						2,379						2,746						No						6/30/2022- 5/31/2026
Other Funds																														18,812						17,144						14,478
Total Contributions																														$	95,358					$	86,666					$	68,391

__________________

*Plan includes contributions required by collective bargaining agreements that have expired but contain provisions automatically renewing their terms in the absence of a subsequent negotiated agreement. 

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EVERUS CONSTRUCTION, INC. AND SUBSIDIARIES

The Company was listed in the plans’ Forms 5500 as providing more than 5 percent of the total contributions for the following plans and plan years:

Pension Fund						Year Contributions to Plan Exceeded More Than 5 Percent of Total Contributions (as of December 31 of the Plan’s Year-End)
Edison Pension Plan						2022 and 2021
IBEW Local 82 Pension Plan						2022 and 2021
IBEW Local 124 Pension Trust Fund						2022 and 2021
IBEW Local 212 Pension Trust Fund						2022 and 2021
IBEW Local 357 Pension Plan A						2021
IBEW Local 648 Pension Plan						2022 and 2021
IBEW Local 683 Pension Fund Pension Plan						2022 and 2021
Pension and Retirement Plan of Plumbers and Pipefitters Local 525						2022 and 2021

Note 15 – Commitments and Contingencies

The Company is party to claims and lawsuits arising out of its business and that of its consolidated subsidiaries, which may include, but are not limited to, matters involving property damage, personal injury, and environmental, contractual, statutory and regulatory obligations. The Company accrues a liability for those contingencies when the incurrence of a loss is probable and the amount can be reasonably estimated. If a range of amounts can be reasonably estimated and no amount within the range is a better estimate than any other amount, then the minimum of the range is accrued. The Company does not accrue liabilities when the likelihood that the liability has been incurred is probable but the amount cannot be reasonably estimated, or when the liability is believed to be only reasonably possible or remote. For contingencies where an unfavorable outcome is probable or reasonably possible and which are material, the Company discloses the nature of the contingency and, in some circumstances, an estimate of the possible loss.

Litigation

As of December 31, 2023 and 2022, the Company accrued for litigation-related contingencies liabilities that have not been discounted of $0.1 million and $10.0 million, respectively, in other noncurrent liabilities on the consolidated balance sheets. As of December 31, 2023 and 2022, the Company also recorded corresponding insurance claim receivables of $0.1 million and $11.0 million, respectively, related to the accrued liabilities in other noncurrent assets on the consolidated balance sheets. During the year ended December 31, 2023, it was determined that the outcome of one of the outstanding litigation cases would be covered by the Company’s insurance carrier, and any amounts due related to the litigation would be paid directly by the Company’s insurance carrier. As such, the change in the contingency liability and corresponding insurance claim receivable during the year ended December 31, 2023 were reduced to reflect the fact that the Company would not be responsible for amounts resulting from the litigation. The Company will continue to monitor each matter and adjust accruals as necessary based on new information and further developments. Management believes that the outcomes with respect to probable and reasonably possible losses in excess of the amounts accrued, net of insurance recoveries, while uncertain, either cannot be estimated or will not have a material effect upon the Company’s financial position, results of operations or cash flows. Unless otherwise required by GAAP, legal costs are expensed as they are incurred and are included in selling, general and administrative expenses on the consolidated statements of income. 

Guarantees

In the normal course of business, the Company has surety bonds related to construction contracts of its subsidiaries. These bonds relate to certain public and private sector contracts to secure contractual performance,

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EVERUS CONSTRUCTION, INC. AND SUBSIDIARIES

including completion of agreed upon contract terms, timing and price, payments to subcontractors and suppliers, and protection for customers from fraudulent practices. In the event a subsidiary of the Company does not fulfill a bonded obligation, the Company would be responsible to the surety bond company for completion of the bonded contract or obligation. A large portion of the surety bonds are expected to expire within the next 12 months; however, the Company likely will continue to enter into surety bonds for its subsidiaries in the future. As of December 31, 2023 and 2022, the maximum potential amount of payments the Company would be required to make under the outstanding surety bonds was approximately $299.9 million and $607.3 million, respectively, which were not reflected on the consolidated balance sheets.

The Company has outstanding guarantees to third parties that guarantee the performance of certain subsidiaries of the Company. These guarantees are related to contracts for contracting services. As of December 31, 2023, the fixed maximum amounts guaranteed under these agreements aggregated $341.4 million. The scheduled expiration of the maximum amounts guaranteed aggregate $80.9 million in 2024, $255.0 million in 2025, $4.1 million in 2026, $1.0 million in 2027, $0.3 million in 2028 and $0 thereafter. There were no amounts outstanding under the previously mentioned guarantees as of December 31, 2023 or 2022. In the event of default under these guarantee obligations, the Company would be required to make payments under its guarantee.

The Company has outstanding letters of credit to third parties. As of December 31, 2023, the fixed maximum amounts guaranteed under these letters of credit aggregated $0.2 million, all of which expire in 2024. There were no amounts outstanding under the previously mentioned letters of credit as of December 31, 2023 or 2022. In the event of default under these letter-of-credit obligations, the Company would be obligated for reimbursement of payments made under the letters of credit.

In addition, the Company has issued guarantees to third parties related to the routine purchase of maintenance items, materials and lease obligations for which no fixed maximum amounts have been specified. These guarantees have no scheduled maturity date. In the event a subsidiary of the Company defaults under these obligations, the Company would be required to make payments under these guarantees. Any amounts outstanding by the Company were reflected on the consolidated balance sheets in the right-of-use assets and liabilities and were immaterial as of December 31, 2023 and 2022.

Note 16 – Related-Party Transactions

Allocation of Corporate Expenses

Centennial and MDU Resources provide expense allocations for corporate services provided to the Company, including costs related to senior management, legal, human resources, finance and accounting, treasury, information technology, internal audit, risk management and other shared services. For the years ended December 31, 2023, 2022 and 2021, the Company was allocated $27.1 million, $21.2 million and $18.9 million, respectively, for these corporate services. These expenses have been allocated to the Company on the basis of direct usage where identifiable, with the remainder allocated on the basis of percent of total capital invested, the percent of total average commercial paper borrowings at Centennial or other allocation methodologies that are considered to be a reasonable reflection of the utilization of the services provided to the benefits received. Some of the utilization factors considered include the following: number of employees paid and stated as cost per check; number of employees served; weighted factor of travel, managed units, national account spending, equipment and fleet acquisitions; purchase order dollars spent and purchase order line count; number of payments, vouchers or unclaimed property reports; labor hours; time tracked; and projected workload.

Management believes these cost allocations are a reasonable reflection of the utilization of services provided to, or the benefit derived by, the Company during the periods presented. The allocations may not, however, be indicative of the actual expenses that would have been incurred had the Company operated as a standalone company. Actual costs as a standalone company would depend on a number of factors, including the chosen organizational structure, whether functions were outsourced or performed by Company employees, and strategic decisions made in areas such as selling and marketing, information technology and infrastructure. Refer to Note 2 for additional information.

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EVERUS CONSTRUCTION, INC. AND SUBSIDIARIES

Cash Management and Financing

Prior to the second quarter of 2023, Centennial had a commercial paper program in which the Company participated. Centennial repaid all of its outstanding debt in the second quarter of 2023, which was funded by repayments of intercompany debt by Knife River and MDU Resources’ cash and entering into various new debt agreements. MDU Resources now supports Centennial’s and its subsidiaries’ borrowing needs. Through the use of these facilities, MDU Resources is able to more effectively direct and manage the daily cash requirements and financing needs for each wholly owned subsidiary of Centennial through the consolidation of all cash activity at the MDU Resources level. As cash is received and disbursed by MDU Resources and historically, Centennial, it is accounted for by the Company through related-party receivables and payables. The Company has related-party agreements in place with Centennial for the financing of its capital needs and Centennial has a related-party agreement in place with MDU Resources. MDU Resources has committed to continue funding the Company through Centennial through its revolving credit facility to allow the Company to meet its obligations as they become due for at least one year and a day following the date that the consolidated financial statements are issued. Interest expense in the consolidated statements of income reflects the allocation of interest on borrowings from or lending to the cash management and financing program as well as the funding related to these agreements. The related-party interest expense associated with the Company’s participation in the cash management and financing program was $17.0 million, $6.4 million and $3.5 million for the years ended December 31, 2023, 2022 and 2021, respectively. The Company’s cash that was not included in the commercial paper program is classified as cash and cash equivalents on the consolidated balance sheets. Refer to Note 2 for additional information.

Related-Party Notes Payable

Prior to the second quarter of 2023, Centennial entered into long-term borrowing arrangements for the benefit of certain subsidiaries of the Company and repaid all of its outstanding debt in the second quarter of 2023. MDU Resources entered into various new debt agreements to support Centennial and its subsidiaries. The Company has access to borrowings by participation in the intercompany arrangement described above. MDU Resources’ debt instruments contain restrictive and financial covenants and cross-default provisions. In order to borrow under the respective debt instruments, MDU Resources must be in compliance with the applicable covenants and certain other conditions, all of which MDU Resources, as applicable, was in compliance with at December 31, 2023. In the event MDU Resources does not comply with the applicable covenants and other conditions, alternative sources of funding may need to be pursued. The borrowings under the commercial paper program with the Parent did not have stated maturities. MDU Resources and Parent have committed to not calling intercompany receivables for repayment within twelve months of the date of the applicable balance sheet, thus these related-party notes payable amounts have been classified as noncurrent liabilities in the balance sheet. Intercompany long-term borrowing arrangements as of December 31 were as follows:

			Weighted Average Interest Rate as of December 31, 2023						2023						2022
									(In thousands)
Centennial senior notes on dates ranging from June 27, 2025 to April 4, 2029			—		%				$	—					$	45,000
Borrowing arrangements with MDU Resources in 2023 and Centennial commercial paper program in 2022			5.94		%				168,531						179,116
Total long-term debt									168,531						224,116
Less: current maturities									—						—
Net long-term debt									$	168,531					$	224,116

In addition to the long-term obligations shown above, the Company also had $27.0 million of short-term related party borrowings as of December 31, 2022. These short-term related party borrowings were repaid in full during the year ended December 31, 2023.

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EVERUS CONSTRUCTION, INC. AND SUBSIDIARIES

The amounts of scheduled long-term debt maturities for the five years and thereafter following December 31, 2023, aggregate as follows:

			2024						2025						2026						2027						2028						Thereafter
			(In thousands)
Long-term debt maturities			$	—					$	—					$	—					$	—					$	168,531					$	—

Other Related-Party Transactions

The Company provides contracting services and equipment sales and short-term rentals to MDU Resources and affiliated companies. The amount charged for these services was $0.5 million, $5.5 million and $2.6 million in the years ended December 31, 2023, 2022 and 2021, respectively, and is included in operating revenues on the consolidated statements of income. Related-party transactions that are expected to be settled in cash have been included as related-party receivables or payables in the consolidated balance sheets as due from related-party or due to related-party, respectively. Related-party transactions that are not expected to be settled in cash have been included within other paid-in capital in the consolidated balance sheets. Refer to Note 1 for additional information on the Company’s service operations.

MDU has several stock-based compensation plans in which the Company participates. Refer to Note 9 for additional information on the Company’s stock-based compensation.

The Company has entered into operating leases for land, buildings, equipment and office space with certain members of management and officers of the Company in connection with acquisitions of subsidiaries that were previously owned and operated by such management. Operating lease information for related-party leases as of December 31, 2023 and 2022, was as follows:

			2023						2022
			(In thousands)
Operating lease right-of-use assets			$	136					$	224
Operating lease right-of-use liabilities due within one year			90						88
Operating lease liabilities			46						136

Total rent expense related to such leases is included in selling, general and administrative expenses on the consolidated statements of income for the years ended December 31, 2023, 2022 and 2021, and was $0.7 million, $0.6 million and $0.6 million, respectively. Refer to Note 8 for additional information.

Note 17 – Subsequent Events

The Company has evaluated transactions for consideration as recognized subsequent events in these consolidated financial statements through March 22, 2024, the date of issuance of these consolidated financial statements and determined that no additional events requiring disclosure occurred.

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EVERUS CONSTRUCTION, INC. AND SUBSIDIARIES

EVERUS CONSTRUCTION, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

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EVERUS CONSTRUCTION, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Condensed Consolidated Statements of Income

(Unaudited)

			Three months ended June 30,												Six months ended June 30,
			2024						2023						2024						2023
			(In thousands, except per share amounts)
Operating revenues			$	703,373					$	746,933					$	1,329,062					$	1,501,265
Cost of sales			614,796						657,677						1,165,768						1,344,035
Gross profit			88,577						89,256						163,294						157,230
Selling, general and administrative expenses			37,268						34,946						73,101						67,703
Operating income			51,309						54,310						90,193						89,527
Interest expense			3,246						5,149						5,972						8,886
Other income			1,694						837						2,612						1,497
Income before income taxes and income from equity method investments			49,757						49,998						86,833						82,138
Income taxes			13,634						13,138						23,611						21,399
Income from equity method investments			2,849						1,789						3,964						3,984
Net income			$	38,972					$	38,649					$	67,186					$	64,723
Earnings per share - basic and diluted			$	38,972					$	38,649					$	67,186					$	64,723
Weighted average common shares outstanding - basic and diluted			1						1						1						1

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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EVERUS CONSTRUCTION, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Comprehensive Income

(Unaudited)

			Three months ended June 30,												Six months ended June 30,
			2024						2023						2024						2023
			(In thousands)
Net income			$	38,972					$	38,649					$	67,186					$	64,723
Other comprehensive income:
Reclassification adjustment for loss on derivative instruments included in net income, net of tax of $0 and $0 for the three and six months ended June 30, 2024, respectively, and $(30) and $1 for the three and six months ended June 30, 2023, respectively			—						46						—						35
Other comprehensive income			—						46						—						35
Comprehensive income attributable to common stockholders			$	38,972					$	38,695					$	67,186					$	64,758

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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EVERUS CONSTRUCTION, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(Unaudited)

			June 30, 2024						December 31, 2023
			(In thousands, except share and per share amounts)
Assets
Current assets:
Cash and cash equivalents			$	322					$	1,567
Receivables, net			618,367						534,100
Costs and estimated earnings in excess of billings			162,486						158,529
Due from related-party			13,427						11,507
Inventories			48,574						42,709
Prepayments and other current assets			17,642						17,651
Total current assets			860,818						766,063
Noncurrent assets:
Property, plant and equipment			269,785						259,849
Less: accumulated depreciation			151,498						143,831
Net property, plant and equipment			118,287						116,018
Goodwill			143,224						143,224
Other intangible assets, net			960						2,004
Operating lease right-of-use assets			61,694						53,233
Noncurrent retention receivable			28,484						21,355
Investments			13,420						8,413
Other			550						272
Total noncurrent assets			366,619						344,519
Total assets			$	1,227,437					$	1,110,582
Liabilities and Stockholder’s Equity
Current liabilities:
Billings in excess of costs and estimated earnings			$	189,692					$	198,231
Accounts payable			146,060						116,573
Taxes payable			10,828						8,557
Due to related-party			17,428						14,615
Accrued compensation			45,309						44,721
Operating lease liabilities due within one year			22,693						21,143
Accrued payroll-related liabilities			37,121						35,342
Other accrued liabilities			16,003						13,001
Total current liabilities			485,134						452,183
Noncurrent liabilities:
Related-party notes payable			200,456						168,531
Deferred income taxes			4,935						6,535
Operating lease liabilities			39,480						32,504
Other			7,441						1,979
Total noncurrent liabilities			252,312						209,549
Total liabilities			$	737,446					$	661,732

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EVERUS CONSTRUCTION, INC. AND SUBSIDIARIES

			June 30, 2024						December 31, 2023
			(In thousands, except share and per share amounts)
Commitments and contingencies
Common stockholder’s equity:
Common Stock, stated value $1, no par value; 1,000 shares authorized, issued and outstanding			$	1					$	1
Other paid-in capital			137,653						136,184
Retained earnings			352,337						312,665
Total stockholder’s equity			489,991						448,850
Total liabilities and stockholder’s equity			$	1,227,437					$	1,110,582

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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EVERUS CONSTRUCTION, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Equity

(Unaudited)

			Common Stock
(In thousands, except shares)			Shares						Amount						Other Paid-in Capital						Retained Earnings									Total
Balance as of December 31, 2023			1,000						$	1					$	136,184					$	312,665											$	448,850
Net income			—						—						—						28,214												28,214
Net transfers (to) from Parent			—						—						1,006						(13,764)												(12,758)
Balance as of March 31, 2024			1,000						1						137,190						327,115												464,306
Net income			—						—						—						38,972												38,972
Net transfers (to) from Parent			—						—						463						(13,750)												(13,287)
Balance as of June 30, 2024			1,000						$	1					$	137,653					$	352,337											$	489,991

			Common Stock																								Accumulated Other Comprehensive Loss
(In thousands, except shares)			Shares						Amount						Other Paid-in Capital						Retained Earnings												Total
Balance as of December 31, 2022			1,000						$	1					$	136,327					$	245,954					$	(35)					$	382,247
Net income			—						—						—						26,074						—						26,074
Other comprehensive income			—						—						—						—						(11)						(11)
Net transfers (to) from Parent			—						—						(1,207)						(12,508)						—						(13,715)
Balance as of March 31, 2023			1,000						1						135,120						259,520						(46)						394,595
Net income			—						—						—						38,649						—						38,649
Other comprehensive income			—						—						—						—						46						46
Net transfers (to) from Parent			—						—						398						(13,001)						—						(12,603)
Balance as of June 30, 2023			1,000						$	1					$	135,518					$	285,168					$	—					$	420,687

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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EVERUS CONSTRUCTION, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(Unaudited)

			Six months ended June 30,
			2024						2023
			(in thousands)
Operating activities:
Net income			$	67,186					$	64,723
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation			11,130						10,252
Amortization			1,044						1,053
Deferred income taxes			(1,600)						(579)
Provision for credit losses			(134)						2,651
Employee stock-based compensation costs			689						222
Unrealized gain on investments			(315)						—
Gain on sale of assets			(2,458)						(4,581)
Equity in earnings of unconsolidated affiliates			(955)						(3,984)
Changes in current assets and liabilities, net of acquisitions:
Receivables			(84,133)						(46,726)
Due from related-party			(1,920)						1,135
Costs and estimated earnings in excess of billings			(3,957)						(24,664)
Inventories			(5,865)						(3,284)
Other current assets			2,830						(5,136)
Accounts payable			29,552						(11,985)
Due to related-party			1,568						1,291
Billings in excess of costs and estimated earnings			(8,539)						(2,914)
Other current liabilities			4,752						(3,259)
Other noncurrent changes			(5,124)						7,283
Net cash provided by (used in) operating activities			3,751						(18,502)
Investing activities:
Capital expenditures			(16,517)						(20,291)
Net proceeds from sale or disposition of property			5,412						9,019
Investments			(391)						(535)
Net cash used in investing activities			(11,496)						(11,807)
Financing activities:
Repayment of related-party notes payable			—						(45,000)
Repayment of related-party short-term notes payable			—						(27,000)
Net amounts received from related-party cash management program			31,925						125,261
Transfers to Parent			(25,425)						(24,452)
Net cash provided by financing activities			6,500						28,809
Decrease in cash and cash equivalents			(1,245)						(1,500)
Cash and cash equivalents - beginning of period			1,567						2,112
Cash and cash equivalents - end of period			$	322					$	612

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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EVERUS CONSTRUCTION, INC. AND SUBSIDIARIES

Notes to the Unaudited Condensed Consolidated Financial Statements

Note 1 – Background and Nature of Operations

Everus Construction Inc. (formerly known as MDU Construction Services Group, Inc.) (the “Company” or “Everus Construction”) is incorporated under the laws of the State of Delaware and has operated historically as a wholly owned subsidiary of CEHI, LLC. (the “Parent Company”, “Parent” or “Centennial”), which is a wholly owned subsidiary of MDU Resources Group, Inc. (“MDU Resources” or “MDU”).

On November 2, 2023, MDU Resources announced its intent to pursue a tax-free spinoff of Everus Construction. On March 12, 2024, in connection with the planned separation, MDU Resources changed the name of the Company to Everus Construction, Inc. As part of the separation, MDU Resources will transfer Everus Construction, including its assets and liabilities, to Everus Construction Group, Inc., a newly formed, wholly owned subsidiary of MDU Resources, and execute a tax-free separation of Everus Construction Group, Inc. to stockholders of MDU Resources. The transaction is expected to result in two independent, publicly traded companies: MDU Resources and Everus Construction Group, Inc. Completion of the separation will be subject to, among other things, the effectiveness of a registration statement on Form 10 with the Securities and Exchange Commission, final approval from the board of directors of MDU Resources, receipt of one or more tax opinions, the private letter ruling from the Internal Revenue Service and other customary conditions. MDU Resources has applied for a private letter ruling from the IRS. MDU Resources may, at any time and for any reason until the proposed transaction is complete, abandon the separation or modify or change its terms. The separation is expected to be complete in late 2024, but there can be no assurance regarding the ultimate timing of the separation or that the separation will ultimately occur.

Prior to the separation, the Company was the construction services segment of MDU Resources. The Company provides specialty contracting services to a diverse set of end markets across the United States, which are provided to utilities and manufacturing, transportation, commercial, industrial, institutional, renewable and governmental customers. The Company operates throughout most of the United States through two operating segments, which represent its two reportable segments:

Electrical & Mechanical: Contracting services including construction and maintenance of electrical and communication wiring and infrastructure, fire suppression systems, and mechanical piping and services to customers in both the public and private sectors.

Transmission & Distribution: Contracting services including construction and maintenance of overhead and underground electrical, gas and communication infrastructure, as well as design, manufacturing and distribution of overhead and underground transmission line construction equipment and tools.

Note 2 – Basis of Presentation

Everus Construction has operated historically as a wholly owned subsidiary of Centennial and an indirect, wholly owned subsidiary of MDU Resources and not as a standalone company. The accompanying unaudited condensed consolidated financial statements and footnotes were prepared on a “carve-out” basis in connection with the expected separation and were derived from the unaudited condensed consolidated financial statements of MDU Resources as if the Company operated on a standalone basis during the periods presented. The accompanying unaudited condensed consolidated financial statements were prepared in conformity with generally accepted accounting principles in the United States (“GAAP”). Pursuant to GAAP, certain information and footnote disclosures normally included in the annual audited consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. The results reported in these unaudited condensed consolidated financial statements should not be regarded as indicative of results that may be expected for any other period or the entire year. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the annual audited consolidated financial statements appearing in the Company’s registration statement on Form 10. The information includes all adjustments that are, in the opinion of management, necessary for a fair presentation of the unaudited condensed consolidated financial statements and are of a normal recurring nature.

The unaudited condensed consolidated balance sheets reflect the assets and liabilities of the Parent that are specifically identifiable as being directly attributable to the Company.

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EVERUS CONSTRUCTION, INC. AND SUBSIDIARIES

All revenues and costs as well as assets and liabilities directly associated with the business activity of the Company are included in the unaudited condensed consolidated financial statements. The unaudited condensed consolidated financial statements also include expense allocations for certain functions provided by MDU and the Parent, including, but not limited to, certain general corporate expenses related to senior management, legal, human resources, finance and accounting, treasury, information technology, internal audit, insurance and other shared services. These general corporate expenses are included in the unaudited condensed consolidated statements of income within selling, general and administrative expenses. The amounts allocated were $7.9 million and $22.7 million for the three and six months ended June 30, 2024, respectively, and $5.3 million and $17.0 million for the three and six months ended June 30, 2023, respectively. These expenses have been allocated to the Company on the basis of direct usage where identifiable, with the remainder principally allocated on the basis of percent of total capital invested or other allocation methodologies that are considered to be a reasonable reflection of the utilization of the services provided to the benefits received. The allocations may not, however, reflect the expenses the Company would have incurred as a standalone company for the periods presented. These costs also may not be indicative of the expenses that the Company will incur in the future or would have incurred if the Company had obtained these services from a third party.

Following the spinoff from MDU Resources, the Company may perform certain functions using its own resources or purchased services. For an interim period following the spinoff, however, some of these functions will continue to be provided by MDU Resources under a transition services agreement.

Historically, the Company has participated in the Parent’s centralized cash management program, including its overall financing arrangements. The Company has related-party agreements in place with the Parent for the financing of its capital needs, which are reflected as related-party notes payable on the unaudited condensed consolidated balance sheet. Interest expense in the unaudited condensed consolidated statements of income reflects the allocation of interest on borrowing and funding associated with the related-party agreements. Refer to Note 14 for additional information.

MDU Resources maintains various benefit and stock-based compensation plans at a corporate level. The Company’s employees participate in these programs and the costs associated with its employees are included in the Company’s unaudited condensed consolidated financial statements.

Principles of Consolidation

The unaudited condensed consolidated financial statements were prepared in accordance with GAAP and include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions between the businesses comprising the Company have been eliminated in the accompanying unaudited condensed consolidated financial statements. Related-party transactions between the Company and MDU or the Parent for general operating activities, Everus Construction's participation in MDU's centralized cash management program, and intercompany debt have been included in the unaudited condensed consolidated financial statements. These related-party transactions have historically been settled in cash and are reflected in the unaudited condensed consolidated balance sheets as “due from related-party”, or “due from related-party - noncurrent”, or “due to related-party”, or "related-party notes payable". The aggregate net effect of general related-party operating activities is reflected in the unaudited condensed consolidated statements of cash flows within operating activities. The effects of Everus Construction’s participation in MDU's centralized cash management program and intercompany debt arrangements are reflected in the unaudited condensed consolidated statements of cash flows within investing and financing activities. Refer to Note 14 for additional information on related-party transactions.

Subsequent Events

The Company has evaluated transactions for consideration as recognized subsequent events in these unaudited condensed consolidated financial statements through August 9, 2024, the date of issuance of these unaudited condensed consolidated financial statements and determined that no additional events requiring disclosure occurred.

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EVERUS CONSTRUCTION, INC. AND SUBSIDIARIES

Note 3 – Summary of Significant Accounting Policies

New Accounting Standards

Changes to GAAP are typically established by the Financial Accounting Standards Board (“FASB”) in the form of Accounting Standards Updates (“ASUs”) to the FASB’s Accounting Standards Codification (“ASC”). The Company considers the applicability and impact of all ASUs. The following table provides a brief description of the accounting pronouncements applicable to the Company and the potential impact on its financial statements and/or disclosures:

Standard

Description

Effective Date

Impact on Financial Statements/Disclosures

Recently adopted accounting standards updates

ASU 2022-06 – Reference Rate Reform (Topic 848): Deferral of Sunset Date

In December 2022, the FASB included a sunset provision within ASC 848 based on expectations of when the London Inter-Bank Offered Rate (“LIBOR”) would cease to be published. At the time ASU 2020-04 was issued, the UK Financial Conduct Authority had established its intent to cease overnight tenors of LIBOR after December 31, 2021. In March 2021, the UK Financial Conduct Authority announced that the intended cessation date of the overnight tenors of LIBOR would be June 30, 2023, which is beyond the current sunset date of ASC 848. The amendments in this Update defer the sunset date of ASC 848 from December 31, 2022, to December 31, 2024, after which entities will no longer be permitted to apply the relief in ASC 848. Existing contracts referencing LIBOR or other reference rates expected to be discontinued must have identified a replacement rate by June 30, 2023. New contracts will incorporate a new reference rate, which includes the Secured Overnight Financing Rate (“SOFR”).

Effective upon issuance (December 21, 2022) through December 31, 2024

The Company has updated its credit agreements to include language regarding the successor or alternate rate to LIBOR. The Company determined the adoption of the guidance did not have a material impact on its unaudited condensed consolidated financial statements.

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EVERUS CONSTRUCTION, INC. AND SUBSIDIARIES

Standard

Description

Effective Date

Impact on Financial Statements/Disclosures

Recently issued accounting standards not yet adopted

ASU 2023-05 - Business Combinations - Joint Venture Formations - Recognition and Initial Measurement

In August 2023, the FASB issued guidance on accounting for contributions made to a joint venture, upon formation, in a joint venture's separate financial statement in order to provide decision useful information to investors and other allocators of capital (collectively investors) in a joint venture's financial statements and reduce diversity in practice. The new basis of accounting will require that a joint venture, upon formation, will recognize and initially measure its assets and liabilities at fair value (with the exceptions to fair value measurement that are consistent with the business combinations guidance). A joint venture that was formed before January 1, 2025, may elect to apply the guidance retrospectively if it has sufficient information.

Effective prospectively for all joint venture formations with a formation date on or after January 1, 2025.

The Company is currently evaluating the impact the guidance will have on its interim and annual disclosures for the year ended December 31, 2025.

ASU 2023-07 - Segment Reporting - Improvements to Reportable Segment Disclosures

In November 2023, the FASB issued guidance on improving financial reporting by requiring disclosure on incremental segment information, primarily through enhanced disclosures about significant segment expenses on an annual and interim basis for all public entities to enable investors to develop more decision-useful financial analyses.

Effective for fiscal years beginning after December 15, 2023, and interim periods beginning after December 15, 2024, with prior periods disclosed in the period of adoption.

The Company is currently evaluating the impact the guidance will have on its disclosures for the year ended December 31, 2024, and future interim periods.

ASU 2023-09 - Income Taxes - Improvements to Income Tax Disclosures

The FASB issued guidance to address investors’ requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income tax paid information and effectiveness of income tax disclosures.

Effective for fiscal years beginning after December 15, 2024

The Company is currently evaluating the impact the guidance will have on its disclosures for the year ended December 31, 2025.

Use of Estimates

The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at the date of the unaudited condensed consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Estimates are used for items such as long-lived assets and goodwill; fair values of acquired assets and liabilities under the acquisition method of accounting; property depreciable lives; tax provisions; revenue recognized using the cost-to-cost measure of progress for contracts; expected credit losses; loss contingencies; costs on construction contracts; unbilled revenues; actuarially determined benefit costs; lease classification; present value of right-of-use assets and lease liabilities; and the valuation of stock-based compensation. As additional information becomes available, or actual

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EVERUS CONSTRUCTION, INC. AND SUBSIDIARIES

amounts are determinable, the recorded estimates are revised. Consequently, operating results can be affected by revisions to prior accounting estimates. 

Receivables and Allowance for Expected Credit Losses

Receivables consist primarily of trade receivables from the sale of goods and services net of expected credit losses. Accounts receivable are summarized as follows:

			June 30, 2024						December 31, 2023
			(In thousands)
Trade receivables:
Completed contracts			$	33,187					$	42,467
Contracts in progress			528,004						409,872
Retention receivables			59,549						84,474
Other			4,884						5,254
Receivables, gross			625,624						542,067
Less expected credit losses			7,257						7,967
Receivables, net			$	618,367					$	534,100

The Company's trade receivables are all due in 12 months or less. The total balance of receivables past due 90 days or more was $92.3 million and $42.0 million as of June 30, 2024 and December 31, 2023, respectively. The Company’s long-term retention receivables were $28.5 million and $21.4 million as of June 30, 2024 and December 31, 2023, respectively.

Details of the Company's expected credit losses were as follows:

			Three months ended June 30,												Six months ended June 30,
			2024						2023						2024						2023
			(In thousands)
Balance at beginning of period			$	7,508					$	2,938					$	7,967					$	2,161
Current expected credit loss provision			277						1,825						(134)						2,651
Less write-offs charged against the allowance			540						103						588						154
Credit loss recoveries collected			12						57						12						59
Balance at end of period			$	7,257					$	4,717					$	7,257					$	4,717

Inventories

Inventories consist primarily of manufactured equipment held for resale and/or rental of $41.6 million and $37.2 million as of June 30, 2024 and December 31, 2023, respectively, and materials and supplies of $6.9 million and $5.5 million as of June 30, 2024 and December 31, 2023, respectively. These inventories are stated at the lower of average cost or net realizable value. The value of inventory may decrease due to obsolescence, physical deterioration, damage, costs to repair or other causes. Inventory valuation write-downs are determined based on specific facts and circumstances and were not material as of June 30, 2024 and December 31, 2023.

Note 4 – Revenue from Contracts with Customers

Revenue is recognized when a performance obligation is satisfied by transferring control over a product or service to a customer. Revenue is measured based on consideration specified in a contract with a customer and excludes any sales incentives and amounts collected on behalf of third parties. The Company is considered an agent for certain taxes collected from customers. As such, the Company presents revenues net of these taxes at the time of sale to be remitted to governmental authorities, including sales and use taxes.

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EVERUS CONSTRUCTION, INC. AND SUBSIDIARIES

As part of the adoption of Revenue from Contracts with Customers, the Company elected the practical expedient to recognize the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that the Company otherwise would have recognized is 12 months or less.

Changes in cost estimates on certain contracts may result in the issuance of change orders, which can be approved or unapproved by the customer, or the assertion of contract claims. The Company recognizes amounts associated with change orders and claims as revenue if it is probable that the contract price will be adjusted and the amount of any such adjustment can be reasonably estimated. Change orders and claims are negotiated in the normal course of business and represent management' estimates of additional contract revenues that have been earned and are probable of collection.

As of June 30, 2024 and December 31, 2023, the Company had change orders that were not approved by the customer of approximately $523.3 million and $187.4 million, respectively, and claim positions of $42.7 million and $42.7 million, respectively, which have been excluded from the contract transaction price. The Company continues to evaluate these claims. As of June 30, 2024 and December 31, 2023, the Company had recorded loss provisions of $1.4 million and $1.5 million, respectively, in billings in excess of costs and estimated earnings on the unaudited condensed consolidated balance sheets related to these contracts that are still being completed and remain recorded.

The Company received notification from a customer on a large project with a contract that was billed on a time and materials basis with no stated maximum price, that it is withholding payment of approximately $31.2 million on remaining outstanding billings, including retention. The Company believes it has substantial defenses against these claims based upon the terms of the contract and the Company's belief that it has performed under the terms of the contract. The Company believes collection of the remaining outstanding billings, including retention is probable and, as a result, the Company has recognized the revenue from this project in its results. However, there is uncertainty surrounding this matter, including the potential long-term nature of dispute resolution, the Company filing a lien on the property and the broad range of possible consideration amounts as a result of negotiations and potential litigation to resolve the dispute.

Disaggregation of Revenue

In the following tables, revenue is disaggregated by contract type and customer type for each reportable segment. The Company believes this level of disaggregation best depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. For more information on the Company’s reportable segments, Refer to Note 11.

The following tables present revenue disaggregated by contract type:

Three months ended June 30, 2024			Electrical & Mechanical						Transmission & Distribution						Total
			(In thousands)
Fixed-price			$	354,424					$	90,600					$	445,024
Unit-price			16,384						42,207						58,591
Cost reimbursable*			133,085						73,962						207,047
Total contract revenues			503,893						206,769						710,662
Eliminations			(1,878)						(5,411)						(7,289)
Total operating revenues			$	502,015					$	201,358					$	703,373

__________________

*Includes time and material, time and equipment, and cost reimbursable plus fee contracts.

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EVERUS CONSTRUCTION, INC. AND SUBSIDIARIES

Three months ended June 30, 2023			Electrical & Mechanical						Transmission & Distribution						Total
			(In thousands)
Fixed-price			$	257,635					$	90,604					$	348,239
Unit-price			22,177						20,655						42,832
Cost reimbursable*			290,404						68,897						359,301
Total contract revenues			570,216						180,156						750,372
Eliminations			(1,910)						(1,529)						(3,439)
Total operating revenues			$	568,306					$	178,627					$	746,933

__________________

*Includes time and material, time and equipment, and cost reimbursable plus fee contracts.

Six months ended June 30, 2024			Electrical & Mechanical						Transmission & Distribution						Total
			(In thousands)
Fixed-price			$	639,063					$	175,646					$	814,709
Unit-price			34,223						71,168						105,391
Cost reimbursable*			271,597						148,459						420,056
Total contract revenues			944,883						395,273						1,340,156
Eliminations			(3,473)						(7,621)						(11,094)
Total operating revenues			$	941,410					$	387,652					$	1,329,062

__________________

*Includes time and material, time and equipment, and cost reimbursable plus fee contracts.

Six months ended June 30, 2023			Electrical & Mechanical						Transmission & Distribution						Total
			(In thousands)
Fixed-price			$	512,292					$	168,850					$	681,142
Unit-price			44,087						32,811						76,898
Cost reimbursable*			606,898						143,362						750,260
Total contract revenues			1,163,277						345,023						1,508,300
Eliminations			(4,707)						(2,328)						(7,035)
Total operating revenues			$	1,158,570					$	342,695					$	1,501,265

__________________

*Includes time and material, time and equipment, and cost reimbursable plus fee contracts.

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EVERUS CONSTRUCTION, INC. AND SUBSIDIARIES

The following table presents revenue disaggregated by customer type:

			Three months ended June 30,												Six months ended June 30,
			2024						2023						2024						2023
			(In thousands)
Commercial			$	285,729					$	335,074					$	532,685					$	681,205
Industrial			79,835						123,649						159,856						251,318
Institutional			97,815						63,399						181,526						118,902
Renewables			12,710						13,007						17,137						24,703
Service & other			27,804						35,087						53,679						87,149
Total Electrical and Mechanical			503,893						570,216						944,883						1,163,277
Utility			182,158						167,795						353,253						320,170
Transportation			24,611						12,361						42,020						24,853
Total Transmission and Distribution			206,769						180,156						395,273						345,023
Eliminations			(7,289)						(3,439)						(11,094)						(7,035)
Total operating revenues			$	703,373					$	746,933					$	1,329,062					$	1,501,265

Uncompleted Contracts

Costs, estimated earnings and billings on uncompleted contracts are summarized as follows:

			June 30, 2024						December 31, 2023
			(In thousands)
Costs incurred on uncompleted contracts			$	5,737,555					$	6,390,641
Estimated earnings			756,713						840,994
Costs and estimated earnings on uncompleted contracts			6,494,268						7,231,635
Less: billings to date			6,521,474						7,271,337
Net contract liabilities			$	(27,206)					$	(39,702)

The timing of revenue recognition may differ from the timing of invoicing to customers. The timing of invoicing to customers does not necessarily correlate with the timing of revenues being recognized under the cost-to-cost method of accounting. Contracts from contracting services usually stipulate the timing of payment, which is defined by the terms found within the various contracts under which work was performed during the period. Contracts from contracting services are billed as work progresses in accordance with agreed upon contractual terms. Generally, billing to the customer occurs contemporaneous to revenue recognition. A variance in timing of the billings may result in a contract asset or a contract liability. A contract asset, located within costs and estimated earnings in excess of billings on the unaudited condensed consolidated balance sheets, occurs when revenues are recognized under the cost-to-cost measure of progress, which exceeds amounts billed on uncompleted contracts. Such amounts will be billed as standard contract terms allow, usually based on various measures of performance or achievement. Contract assets are not considered a significant financing component as they are intended to protect the customer in the event the Company does not perform on its obligations under the contract. A contract liability, located within costs and estimated earnings in excess of billings on the unaudited condensed consolidated balance sheets, occurs when there are billings in excess of revenues recognized under the cost-to-cost measure of progress on uncompleted contracts. Contract liabilities decrease as revenue is recognized from the satisfaction of the related performance obligation. Contract liabilities are not considered to have a significant financing component as they are used to meet working capital requirements that generally are higher in the early stages of a contract and are intended to protect the Company from the other party failing to meet its obligations under the contract.

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Contract assets and liabilities consisted of the following as of:

			June 30, 2024						December 31, 2023
			(In thousands)
Unbilled revenue			$	162,486					$	158,529
Contract assets			$	162,486					$	158,529
Deferred revenue			$	188,271					$	196,686
Accrued loss provision			1,421						1,545
Contract liabilities			$	189,692					$	198,231

The following table presents the opening and closing balances of contract assets and contract liabilities as of:

			June 30, 2024																		December 31, 2023
			Contract Assets						Contract Liabilities						Net Contract Liabilities						Contract Assets						Contract Liabilities						Net Contract Liabilities
			(In thousands)
Balance at beginning of period			$	158,529					$	(198,231)					$	(39,702)					$	153,907					$	(166,189)					$	(12,282)
Change during period			3,957						8,539						12,496						4,622						(32,042)						(27,420)
Balance at end of period			$	162,486					$	(189,692)					$	(27,206)					$	158,529					$	(198,231)					$	(39,702)

Contract assets and liabilities fluctuate period to period based on various factors, including, among others, changes in the number and size of projects in progress at period end; variability in billing and payment terms, such as up-front or advance billings, interim or milestone billings, or deferred billings; and unapproved change orders and contract claims recognized as revenues. The primary driver of the difference between the Company's opening and closing contract asset and contract liability balances is the timing of the Company's billings in relation to its performance of work.

The Company recognized $24.0 million and $119.6 million in operating revenues in the unaudited condensed consolidated statements of income for the three and six months ended June 30, 2024, respectively, which previously was included in contract liabilities as of December 31, 2023, respectively. The Company recognized $23.3 million and $156.3 million in the unaudited condensed consolidated statements of income for the three and six months ended June 30, 2023, respectively, which previously was included in contract liabilities as of December 31, 2022, respectively.

The Company recognized a net increase in revenues of $35.2 million and $57.6 million for the three and six months ended June 30, 2024, respectively, from performance obligations satisfied in prior periods. The Company recognized a net increase in revenues of $23.1 million and $31.6 million for the three and six months ended June 30, 2023, respectively, from performance obligations satisfied in prior periods.

Retainages under terms of the Company’s contracts was $88.0 million and $105.8 million as of June 30, 2024 and December 31, 2023, respectively. These retainages represent amounts that have been contractually invoiced to customers and where payments have been partially withheld pending the achievement of certain milestones, satisfaction of other contractual conditions, or completion of the project. As of June 30, 2024, the Company estimated that approximately 70 percent of the retainage outstanding will be collected within the next 12 months.

Remaining Performance Obligations

The remaining performance obligations, also referred to as backlog, include unrecognized revenues that the Company reasonably expects to be realized. These unrecognized revenues can include projects that have a written award, a letter of intent, a notice to proceed, an agreed upon work order to perform work on mutually accepted terms, and conditions and change orders or claims to the extent management believes additional contract revenues

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will be earned and are deemed probable of collection. The majority of the Company's contracts for contracting services have an original duration of less than one year.

As of June 30, 2024, the aggregate amount of the transaction price allocated to the Company's remaining performance obligations was $2.40 billion. The table below shows additional information regarding the Company’s remaining performance obligations, including an estimate of when the Company expects to recognize its remaining performance obligations as revenue:

			Within 12 months						Greater than 12 months
			(In thousands)
Remaining performance obligations:
Electrical and mechanical			$	1,670,586					$	393,158
Transmission and distribution			305,021						34,603
Total			$	1,975,607					$	427,761

Note 5 – Goodwill and Other Intangible Assets

The carrying amount of goodwill at the Company, which remained unchanged, was $143.2 million as of both June 30, 2024 and December 31, 2023. We have determined that our reporting units are Electrical & Mechanical, Transmission & Distribution, and Wagner Smith Equipment (WSE). WSE is within the Transmission & Distribution reportable segment. For reportable segments, goodwill has remained unchanged at $115.9 million for Electrical & Mechanical and $27.3 million for Transmission & Distribution as of both June 30, 2024 and December 31, 2023. No impairments of goodwill were recorded for the three and six months ended June 30, 2024 and 2023.

Other amortizable intangible assets were as follows:

			June 30, 2024						December 31, 2023
			(In thousands)
Noncompete agreements			$	—					$	292
Less accumulated amortization			—						292
Net Noncompete Agreements			—						—
Customer relationships			10,450						10,450
Less accumulated amortization			9,490						8,446
Net Customer Relationships			960						2,004
Total			$	960					$	2,004

Amortization expense for finite-lived intangible assets for the three and six months ended June 30, 2024 was $0.5 million and $1.0 million, respectively. Amortization expense for finite-lived intangible assets for the three and six months ended June 30, 2023 was $0.5 million and $1.1 million, respectively. Amortization expense is recognized in selling, general and administrative expenses in the unaudited condensed consolidated statements of income. No impairments of finite-lived intangible asses were recorded for the three and six months ended June 30, 2024 and 2023.

Amortization expense for identifiable intangible assets as of June 30, 2024 is estimated to be as follows:

			Remainder of 2024						2025						2026						2027						2028						Thereafter
			(In thousands)
Amortization expense			$	843					$	117					$	—					$	—					$	—					$	—

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Note 6 – Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. The fair value ASC 820 establishes a three-tier hierarchy for grouping assets and liabilities, based on the significance and availability of inputs in active markets. The estimated fair values of the Company's assets and liabilities measured on a recurring basis are determined using the market approach.

In general, fair values determined by Level 1 inputs use quoted prices in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs use data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are “unobservable data points” for the asset or liability and include situations where there is little, if any, market activity for the asset or liability.

The Company measures its investments in certain fixed-income and equity securities at fair value with changes in fair value recognized in the unaudited condensed consolidated statements of income. The Company anticipates using these investments, which consist of insurance contracts, to satisfy its obligations as a participant in MDU's unfunded, nonqualified defined benefit plans for the Company's executive officers and certain key management employees, and invests in these fixed-income and equity securities for the purpose of earning investment returns and capital appreciation. These investments, which totaled $4.1 million and $5.0 million as of June 30, 2024 and December 31, 2023, respectively, are included in investments on the unaudited condensed consolidated balance sheets. The net unrealized gain on these investments was immaterial for the three and six months ended June 30, 2024 and the three and six months ended June 30, 2023. The change in fair value, which is considered part of the cost of the plan, is classified in other income on the unaudited condensed consolidated statements of income.

The Company’s Level 2 money market funds are included as a part of investments on the unaudited condensed consolidated balance sheets and are valued at the net asset value of shares held at the end of the period, based on published market quotations on active markets or using other known sources, including pricing from outside sources. The estimated fair value of the Company’s Level 2 insurance contracts is based on contractual cash surrender values that are determined primarily by investments in managed separate accounts of the insurer. These amounts approximate fair value. The managed separate accounts are valued based on other observable inputs or corroborated market data.

Though the Company believes the methods used to estimate fair value are consistent with those used by other market participants, the use of other methods or assumptions could result in a different estimate of fair value.

The estimated fair values of the Company’s cash and cash equivalents, receivables, accounts payable and other accrued liabilities approximate their carrying value due to the short-term maturities of these instruments.

The carrying value of the Company’s long-term debt, classified as related-party notes payable, approximates fair value based on a comparison with current prevailing market rates for borrowings of similar risks and maturities.

The Company’s assets measured at fair value on a recurring basis were as follows:

			Fair Value Measurements as of June 30, 2024, Using
			Quoted Prices in Active Markets for Identical Assets (Level 1)						Significant Other Observable Inputs (Level 2)						Significant Unobservable Inputs (Level 3)						Balance as of June 30, 2024
			(In thousands)
Assets:
Insurance contracts			—						4,053						—						4,053
Total assets measured at fair value			$	—					$	4,053					$	—					$	4,053

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			Fair Value Measurements as of December 31, 2023, Using
			Quoted Prices in Active Markets for Identical Assets (Level 1)						Significant Other Observable Inputs (Level 2)						Significant Unobservable Inputs (Level 3)						Balance as of December 31, 2023
			(In thousands)
Assets:
Money market funds			$	—					$	1,725					$	—					$	1,725
Insurance contracts			—						5,005						—						5,005
Total assets measured at fair value			$	—					$	6,730					$	—					$	6,730

Note 7 – Leases

Most of the leases the Company enters into are for equipment, buildings and vehicles as part of its ongoing operations. The Company also leases certain equipment to third parties.

Lessee Accounting

The leases the Company has entered into as part of its ongoing operations are considered operating leases. The corresponding lease costs are included in cost of sales and selling, general and administrative expenses on the unaudited condensed consolidated statements of income.

Generally, the leases for vehicles and equipment have a term of five years or less and buildings have a longer term of up to 35 years or more. The Company also has guaranteed the residual value under certain of its equipment operating leases, agreeing to pay any difference between the residual value and the fair market value of the underlying asset at the date of lease termination. Historically, the fair value of the assets at the time of lease termination generally has approximated or exceeded the residual value guarantees. To date, the Company does not have any residual value guarantee amounts probable of being owed to a lessor, financing leases or material agreements with related parties.

In March 2024, in anticipation of its separation from MDU Resources described in Note 1, the Company entered into a 60 months lease for a new corporate headquarters beginning August 1, 2024 through July 31, 2029. The new corporate headquarters, which is located in Bismarck, North Dakota, is for 16,188 square feet with average annual rent payments and average annual common area maintenance (“CAM”) charges totaling approximately $303 thousand and $102 thousand, respectively, for the duration of the lease.

The Company has entered into operating leases for land, buildings, equipment and office space with certain members of management and officers of the Company in connection with acquisitions of subsidiaries that were previously owned and operated by such management. Refer to Note 14 for additional information.

The following table provides information on the Company's operating leases for the periods ended:

			Three months ended June 30,												Six months ended June 30,
			2024						2023						2024						2023
			(In thousands)
Lease costs:
Operating lease cost			$	7,484					$	6,449					$	14,613					$	12,755
Variable lease cost			28,883						25,831						47,738						46,914
Short-term lease cost			291						298						598						596
Total lease costs			$	36,658					$	32,578					$	62,949					$	60,265

F-59

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EVERUS CONSTRUCTION, INC. AND SUBSIDIARIES

The following is a summary of the lease terms and discount rates as of:

			June 30, 2024						December 31, 2023
Weighted average remaining lease term			1.37 years						1.34 years
Weighted average discount rate			5.32		%				4.94		%

The following is a summary of other information and supplemental cash flow information related to operating leases for the six months ended June 30:

			2024						2023
			(In thousands)
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows used for operating lease liabilities			$	14,548					$	12,889
Right-of-use assets obtained in exchange for new operating lease liabilities			$	21,860					$	13,825

The reconciliation of future undiscounted cash flows to operating lease liabilities presented on the unaudited condensed consolidated balance sheets was as follows:

			As of June 30, 2024
			(In thousands)
Remainder of 2024			$	13,578
2025			21,311
2026			14,130
2027			8,113
2028			5,061
Thereafter			6,434
Total			68,627
Less discount			6,454
Total operating lease liabilities			$	62,173

Lessor Accounting

The Company leases certain equipment to third parties. These leases are considered short-term operating leases with terms of less than 12 months. The Company recognizes revenue from operating leases in operating revenues in the unaudited condensed consolidated statements of income on a straight-line basis over the respective operating lease terms. As of June 30, 2024, the Company had $8.4 million of lease receivables with a majority due within 12 months or less.

The Company recognized revenue from operating leases of $10.4 million and $19.8 million for the three and six months ended June 30, 2024, respectively, and $11.0 million and $23.0 million for the three and six months ended June 30, 2023, respectively.

F-60

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EVERUS CONSTRUCTION, INC. AND SUBSIDIARIES

The components of certain equipment leased to third parties under operating leases, which are included within the Company’s property, plant and equipment in the unaudited condensed consolidated balance sheets, were as follows:

			June 30, 2024						December 31, 2023
			(In thousands)
Machinery and equipment			$	55,642					$	56,186
Less accumulated depreciation			29,904						29,134
Property, plant and equipment, net			$	25,738					$	27,052

Note 8 – Accumulated Other Comprehensive Loss

Comprehensive income is the sum of net income as reported and other comprehensive income. The Company's accumulated other comprehensive loss is comprised of gains (losses) on derivative instruments qualifying as hedges.

There were no changes in the components of accumulated other comprehensive loss for the three and six months ended June 30, 2024. The after-tax changes in the components of accumulated other comprehensive loss for the three and six months ended June 30, 2023 were as follows:

			Net Unrealized Loss on Derivative Instruments Qualifying as Hedges						Total Accumulated Other Comprehensive Loss
			(In thousands)
As of December 31, 2022			$	(35)					$	(35)
Amounts reclassified from accumulated other comprehensive loss			(11)						(11)
Net current-period other comprehensive loss			(11)						(11)
As of March 31, 2023			$	(46)					$	(46)
Amounts reclassified from accumulated other comprehensive loss			46						46
Net current-period other comprehensive income			46						46
As of June 30, 2023			$	—					$	—

There were no amounts reclassified out of accumulated other comprehensive loss into net income for the three and six months ended June 30, 2024. The following amounts were reclassified out of accumulated other comprehensive loss into net income for the three and six months ended June 30, 2023. The amounts presented in parentheses indicate a decrease to net income on the unaudited condensed consolidated statements of income. The reclassifications were as follows:

									Three months ended June 30, 2023												Six months ended June 30, 2023						Location on Consolidated Statements of Income
									(In thousands)
Reclassification adjustment for loss on derivative instruments included in net income									$	16											$	36					Interest expense
									30												(1)						Income taxes
Total reclassifications									$	46											$	35

Note 9 – Income Taxes

The Company’s quarterly income tax provision is measured using an estimate of its consolidated annual effective tax rate, adjusted in the current period for discrete income tax items, within the periods presented.

F-61

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EVERUS CONSTRUCTION, INC. AND SUBSIDIARIES

For the three and six months ended June 30, 2024, income tax expense was $13.6 million and $23.6 million, resulting in an effective tax rate of 25.9% and 26.0%, respectively. The effective tax rate for the current three and six month periods differed from the 2024 statutory tax rate of 21% primarily due to state income taxes, net of federal income tax, and certain unfavorable permanent book-tax differences due to market performance as well as meal and entertainment expenses.

For the three and six months ended June 30, 2023, income tax expense was $13.1 million and $21.4 million, resulting in an effective tax rate of 25.4% and 24.8%, respectively. The effective tax rate for the current three and six month periods differed from the 2023 statutory tax rate of 21% primarily due to state income taxes, net of federal income tax, and certain unfavorable permanent book-tax differences due to market performance as well as meal and entertainment expenses.

The effective tax rates for the three and six months ended June 30, 2024 differed from the effective tax rates for the three and six months ended June 30, 2023 due to changes in the Company’s permanent book-tax differences between those periods, specifically lower permanent deductions due to market performance as well as an increased permanent addback for meals and entertainment expenses.

Note 10 – Supplemental Cash Flow Information

Cash expenditures for interest and income taxes were as follows:

			Six months ended June 30,
			2024						2023
			(In thousands)
Interest			$	5,717					$	7,976
Income taxes paid			$	25,618					$	29,540

Non-cash investing transactions were as follows:

			June 30, 2024						December 31, 2023
			(In thousands)
Purchases of property, plant and equipment included in Accounts payable			$	193					$	258

Note 11 – Business Segment Data

The Company’s reportable segments are those that are based on the Company’s method of internal reporting and management of the business. The Company provides a full spectrum of construction services across the United States through two operating segments, which represent its two reportable segments:

Electrical & Mechanical: The E&M segment provides services for the construction and maintenance of electrical and communication wiring and infrastructure, fire suppression systems, and mechanical piping and services.

Transmission & Distribution: The T&D segment provides services for the construction and maintenance of overhead and underground electrical, gas and communication infrastructure, as well as manufacturing and distribution of transmission line construction equipment and tools.

These segments are reflective of how the Company’s CEO, who is the Company’s Chief Operating Decision Maker (“CODM”), evaluates the performance and allocates resources based on segment operating income.

F-62

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EVERUS CONSTRUCTION, INC. AND SUBSIDIARIES

Information on the Company’s segments was as follows:

			Three months ended,
			June 30, 2024												June 30, 2023
			E&M						T&D						E&M						T&D
			(In thousands)
External operating revenues			$	502,015					$	201,358					$	568,306					$	178,627
Elimination operating revenues			1,878						5,411						1,910						1,529
Depreciation and amortization expense			1,605						4,634						1,567						4,320
Operating income			35,875						20,633						39,244						18,640
Interest expense			244						1,111						2,002						1,138
Income taxes expense			10,384						4,970						9,904						4,431
Capital expenditures*			1,421						5,361						1,249						8,126

__________________

*Capital expenditures for the three months ended June 30, 2024 and June 30, 2023 include noncash transactions for Capital expenditure-related Accounts payable.

			Six months ended,
			June 30, 2024												June 30, 2023
			E&M						T&D						E&M						T&D
			(In thousands)
External operating revenues			$	941,410					$	387,652					$	1,158,570					$	342,695
Elimination operating revenues			3,473						7,621						4,707						2,328
Depreciation and amortization expense			3,176						9,095						3,086						8,285
Operating income			65,828						34,824						69,192						28,299
Interest expense			171						2,048						3,254						1,872
Income taxes expense			18,672						8,347						17,705						6,409
Capital expenditures*			2,940						13,470						2,891						17,400

__________________

*Capital expenditures for six months ended June 30, 2024 and June 30, 2023 include noncash transactions for Capital expenditure-related Accounts payable.

All intercompany balances and transactions between the businesses comprising the Company have been eliminated in the unaudited condensed consolidated financial statements.

A reconciliation of reportable segment operating revenues to consolidated operating revenues is as follows:

			Three months ended June 30,												Six months ended June 30,
			2024						2023						2024						2023
			(In thousands)
E&M operating revenue			$	503,893					$	570,216					$	944,883					$	1,163,277
T&D operating revenue			206,769						180,156						395,273						345,023
Total reportable segment operating revenues			710,662						750,372						1,340,156						1,508,300
Eliminations			(7,289)						(3,439)						(11,094)						(7,035)
Total consolidated operating revenues			$	703,373					$	746,933					$	1,329,062					$	1,501,265

No customer accounted for more than 10% of total operating revenues for the three and six months ended June 30, 2024. Revenue from a single customer accounted for 21.7% and 20.2% of total operating revenues for the three and six months ended June 30, 2023, respectively, which were included in the E&M segment.

No customer accounted for more than 10% of total receivables as of June 30, 2024. Trade receivables from a single customer accounted for 14.1% of total receivables as of December 31, 2023.

F-63

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EVERUS CONSTRUCTION, INC. AND SUBSIDIARIES

A reconciliation of reportable segment assets to consolidated assets is as follows:

			June 30, 2024						December 31, 2023
			(In thousands)
E&M segment assets			$	804,024					$	712,691
T&D segment assets			397,289						376,780
Total reportable segment assets			1,201,313						1,089,471
Other assets			50,170						43,628
Elimination of receivables			(24,046)						(22,517)
Total consolidated assets			$	1,227,437					$	1,110,582

A reconciliation of reportable segment operating income to consolidated income before income taxes and income from equity method investments is as follows:

			Three months ended June 30,												Six months ended June 30,
			2024						2023						2024						2023
			(In thousands)
E&M operating income			$	35,875					$	39,244					$	65,828					$	69,192
T&D operating income			20,633						18,640						34,824						28,299
Total operating income for reportable segments			56,508						57,884						100,652						97,491
Other operating loss			(5,199)						(3,574)						(10,459)						(7,964)
Interest expense			3,246						5,149						5,972						8,886
Other income			1,694						837						2,612						1,497
Total consolidated income before income taxes and income from equity method investments			$	49,757					$	49,998					$	86,833					$	82,138

Note 12 – Employee Benefit Plans

Nonqualified Deferred Compensation Plans

In 2012, MDU Resources established a nonqualified deferred compensation plan for certain key management employees, including certain employees of the Company. In 2020, the plan was frozen to new participants and no new Company contributions were made to the plan after December 31, 2020. Vesting for participants not fully vested was retained. To replace the plan originally established in 2012, a new nonqualified deferred compensation plan, with similar provisions, was adopted by MDU Resources in 2020 and became effective January 1, 2021. Expenses incurred by the Company under these plans were $0.1 million and $0.5 million for the three and six months ended June 30, 2024, respectively, and $0.1 million and $1.0 million for the three and six months ended June 30, 2023, respectively.

Note 13 – Commitments and Contingencies

The Company is party to claims and lawsuits arising out of its business and that of its consolidated subsidiaries, which may include, but are not limited to, matters involving property damage, personal injury, and environmental, contractual, statutory and regulatory obligations. The Company accrues a liability for those contingencies when the incurrence of a loss is probable and the amount can be reasonably estimated. If a range of amounts can be reasonably estimated and no amount within the range is a better estimate than any other amount, then the minimum of the range is accrued. The Company does not accrue liabilities when the likelihood that the liability has been incurred is probable but the amount cannot be reasonably estimated, or when the liability is believed to be only reasonably possible or remote. For contingencies where an unfavorable outcome is probable or reasonably possible and which are material, the Company discloses the nature of the contingency and, in some circumstances, an estimate of the possible loss.

F-64

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EVERUS CONSTRUCTION, INC. AND SUBSIDIARIES

Litigation

As of June 30, 2024 and December 31, 2023, the Company accrued for litigation-related contingent liabilities that have not been discounted of $0.9 million and $0.1 million, respectively, in other current liabilities on the unaudited condensed consolidated balance sheets. As of June 30, 2024 and December 31, 2023, the Company also recorded corresponding insurance claim receivables of $0.9 million and $0.1 million, respectively, related to the accrued liabilities in other current assets on the unaudited condensed consolidated balance sheets. The Company determined that the outcome of the outstanding litigation cases will be covered by the Company’s insurance carrier, and any amounts due related to the litigation will be paid directly by the Company’s insurance carrier. As such, the contingency liability and corresponding insurance claim receivable as of as of June 30, 2024 and December 31, 2023 reflect the fact that the Company would not be responsible for amounts resulting from the litigation. The Company will continue to monitor each matter and adjust accruals as necessary based on new information and further developments. Management believes that the outcomes with respect to probable and reasonably possible losses in excess of the amounts accrued, net of insurance recoveries, while uncertain, either cannot be estimated or will not have a material effect upon the Company’s financial position, results of operations or cash flows. Unless otherwise required by GAAP, legal costs are expensed as they are incurred and are included in selling, general and administrative expenses on the unaudited condensed consolidated statements of income.

Guarantees

In the normal course of business, the Company has surety bonds related to construction contracts of its subsidiaries. These bonds relate to certain public and private sector contracts to secure contractual performance, including completion of agreed upon contract terms, timing and price, payments to subcontractors and suppliers, and protection for customers from fraudulent practices. In the event a subsidiary of the Company does not fulfill a bonded obligation, the Company would be responsible to the surety bond company for completion of the bonded contract or obligation. A large portion of the surety bonds are expected to expire within the next 12 months; however, the Company likely will continue to enter into surety bonds for its subsidiaries in the future. As of June 30, 2024 and December 31, 2023, the maximum potential amount of payments the Company would be required to make under the outstanding surety bonds was approximately $501.2 million and $299.9 million, respectively, which were not reflected on the unaudited condensed consolidated balance sheets.

The Company has outstanding guarantees to third parties that guarantee the performance of certain subsidiaries of the Company. These guarantees are related to contracts for contracting services. As of June 30, 2024 and December 31, 2023, the fixed maximum amounts guaranteed under these agreements aggregated to $320.0 million and $341.4 million, respectively. The scheduled expiration of the maximum amounts guaranteed aggregate to $28.7 million in 2024, $187.4 million in 2025, $82.8 million in 2026, $19.7 million in 2027, $1.0 million in 2028 and $0.4 million thereafter. There were no amounts outstanding under the previously mentioned guarantees as of June 30, 2024 and December 31, 2023. In the event of default under these guarantee obligations, the Company would be required to make payments under its guarantee.

The Company has outstanding letters of credit to third parties. As of both June 30, 2024 and December 31, 2023, the fixed maximum amounts guaranteed under these letters of credit aggregated to $0.2 million, all of which expire within the next 12 months. There were no amounts outstanding under the previously mentioned letters of credit as of June 30, 2024 or December 31, 2023. In the event of default under these letter-of-credit obligations, the Company would be obligated for reimbursement of payments made under the letters of credit.

In addition, the Company has issued guarantees to third parties related to the routine purchase of maintenance items, materials and lease obligations for which no fixed maximum amounts have been specified. These guarantees have no scheduled maturity date. In the event a subsidiary of the Company defaults under these obligations, the Company would be required to make payments under these guarantees. Any amounts outstanding under the guarantees by the Company were reflected on the unaudited condensed consolidated balance sheets in the right-of-use assets and liabilities and were immaterial as of June 30, 2024 and December 31, 2023.

F-65

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EVERUS CONSTRUCTION, INC. AND SUBSIDIARIES

Note 14 – Related-Party Transactions

Allocation of Corporate Expenses

Centennial and MDU Resources provide expense allocations for corporate services provided to the Company, including costs related to senior management, legal, human resources, finance and accounting, treasury, information technology, internal audit, risk management and other shared services. The Company was allocated $7.9 million and $22.7 million for the three and six months ended June 30, 2024, respectively, and $5.3 million and $17.0 million for the three and six months ended June 30, 2023, respectively, for these corporate services. These expenses have been allocated to the Company on the basis of direct usage where identifiable, with the remainder allocated on the basis of percent of total capital invested, the percent of total average cash management program borrowings at MDU Resources for the three and six months ended June 30, 2024, the percent of total average commercial paper borrowings at Centennial for the three and six months ended June 30, 2023 or other allocation methodologies that are considered to be a reasonable reflection of the utilization of the services provided to the benefits received. Some of the utilization factors considered include the following: number of employees paid and stated as cost per check; number of employees served; weighted factor of travel, managed units, national account spending, equipment and fleet acquisitions; purchase order dollars spent and purchase order line count; number of payments, vouchers or unclaimed property reports; labor hours; time tracked; and projected workload.

Management believes these cost allocations are a reasonable reflection of the utilization of services provided to, or the benefit derived by, the Company during the periods presented. The allocations may not, however, be indicative of the actual expenses that would have been incurred had the Company operated as a standalone company. Actual costs as a standalone company would depend on a number of factors, including the chosen organizational structure, whether functions were outsourced or performed by Company employees, and strategic decisions made in areas such as selling and marketing, information technology and infrastructure. Refer to Note 2 for additional information.

Cash Management and Financing

Prior to the second quarter of 2023, Centennial had a commercial paper program and long-term borrowing arrangements in which the Company and certain of its subsidiaries participated. Centennial repaid all of its outstanding debt in the second quarter of 2023, which was funded by repayments of intercompany debt by Knife River and MDU Resources’ cash and entering into various new debt agreements. MDU Resources now supports Centennial’s and its subsidiaries’ borrowing needs. Through the use of these facilities, MDU Resources is able to more effectively direct and manage the daily cash requirements and financing needs for each wholly owned subsidiary of Centennial through the consolidation of all cash activity at the MDU Resources level. As cash is received and disbursed by MDU Resources and historically, Centennial, it is accounted for by the Company through related-party receivables and payables. The Company has related-party agreements in place with Centennial for the financing of its capital needs and Centennial has a related-party agreement in place with MDU Resources. The Company’s cash that it legally owns and was not included in the commercial paper program is classified as cash and cash equivalents on the unaudited condensed consolidated balance sheets.

MDU Resources’ debt instruments contain restrictive and financial covenants and cross-default provisions. In order to borrow under the respective debt instruments, MDU Resources must be in compliance with the applicable covenants and certain other conditions, all of which MDU Resources, as applicable, was in compliance with as of June 30, 2024. In the event MDU Resources does not comply with the applicable covenants and other conditions, alternative sources of funding may need to be pursued. The borrowings under the commercial paper program with the Parent did not have stated maturities. MDU Resources has committed to continue funding the Company through Centennial using its cash management program and revolving credit facility to allow the Company to meet its obligations as they become due for at least one year and a day following the date that the unaudited condensed consolidated financial statements are issued, thus the entire amount of related-party notes payable has been classified as noncurrent liabilities in the balance sheet.

F-66

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EVERUS CONSTRUCTION, INC. AND SUBSIDIARIES

Intercompany long-term borrowing arrangements were as follows:

			Weighted Average Interest Rate as of June 30, 2024						June 30, 2024						December 31, 2023
									(In thousands)
Borrowing arrangements with MDU Resources			6.59		%				$	200,456					$	168,531
Total related-party notes payable									$	200,456					$	168,531

The Company is allocated interest based on borrowings from or lending to the cash management and financing program as well as the funding related to these agreements as described above. The related-party interest expense associated with the Company’s participation in the cash management and financing program was $3.3 million and $6.1 million for the three and six months ended June 30, 2024, respectively, and $5.1 million and $8.8 million for the three and six months ended June 30, 2023, respectively. Refer to Note 10 for additional information.

Other Related-Party Transactions

The Company provides contracting services and equipment sales and short-term rentals to MDU Resources and affiliated companies. The amount charged for these services was $0.2 million and $0.3 million for the three and six months ended June 30, 2024, respectively, and $0.1 million and $0.3 million for the three and six months ended June 30, 2023, respectively. Related-party transactions that are expected to be settled in cash have been included as related-party receivables or payables in the consolidated balance sheets as due from related-party or due to related-party, respectively. Related-party transactions that are not expected to be settled in cash have been included within other paid-in capital in the consolidated balance sheets. Refer to Note 1 for additional information on the Company’s service operations.

The Company has entered into operating leases for land, buildings, equipment and office space with certain members of management and officers of the Company. Operating lease information for related-party leases was as follows as of:

			June 30, 2024						December 31, 2023
			(In thousands)
Operating lease right-of-use assets			$	91					$	136
Operating lease right-of-use liabilities due within one year			91						90
Operating lease liabilities			$	—					$	46

Total rent expense related to related-party leases is included in selling, general and administrative expenses on the unaudited consolidated statements of income. Rent expense was $0.2 million and $0.4 million for the three and six months ended June 30, 2024, respectively, and $0.1 million and $0.3 million for the three and six months ended June 30, 2023, respectively. Refer to Note 7 for additional information.

F-67

Exhibit 99.2

Important Notice Regarding the Availability of Materials

MDU RESOURCES GROUP, INC.

			You are receiving this communication because you hold common stock in MDU Resources Group, Inc. ("MDU Resources"). MDU Resources has released informational materials regarding the separation of Everus Construction Group, Inc. from MDU Resources that are now available for your review. This notice provides instructions on how to access MDU Resources materials for informational purposes only. The separation will occur by means of a spin-off of a newly formed company named Everus Construction Group, Inc., which will own Everus Construction, Inc., including its assets and liabilities, and will be effected by means of a pro rata distribution of all of the outstanding shares of Everus Construction Group, Inc. common stock to the holders of MDU Resources common stock. The materials consist of the Information Statement, plus any supplements, that Everus Construction Group, Inc. has prepared in connection with the spin-off. You may view the materials online at www.materialnotice.com and easily request a paper or e-mail copy (see reverse side).
			See the reverse side for instructions on how to access materials.

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Materials Available to VIEW or RECEIVE:			¢
How to View Online: Visit: www.materialnotice.com. Have the information that is printed in the box marked by the arrow above. How to Request and Receive a PAPER or E-MAIL Copy: If you want to receive a paper or e-mail copy of these materials, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request: 1) BY INTERNET:            www.materialnotice.com 2) BY TELEPHONE:        1-800-579-1639 3) BY E-MAIL*:                sendmaterial@materialnotice.com *If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow above in the subject line. Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor.

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