The following includes a discussion of our results of operations and cash flows
for the year ended December 31, 2019 compared to the year ended December 31,
2018, on both a consolidated basis and on a segment basis. For a discussion of
our financial results and cash flows for the year ended December 31, 2018
compared with the year ended December 31, 2017, see Management's Discussion and
Analysis of Financial Condition and Results of Operations in our   Annual Report
on Form 10-K for the year ended December 31, 2018  .

This should be read in conjunction with Item 6. Selected Financial Data and our
Consolidated Financial Statements and related notes contained elsewhere in this
Annual Report on Form 10-K. For additional information related to our segments,
see Note 20 - Segment and Related Information, to the Consolidated Financial
Statements, which is included in Item 8 herein. For information regarding our
revenues, net income and assets, see our Consolidated Financial Statements
included in Item 8.
  OVERVIEW



NorthWestern Corporation, doing business as NorthWestern Energy, provides
electricity and/or natural gas to approximately 734,800 customers in Montana,
South Dakota and Nebraska. As you read this discussion and analysis, refer to
our Consolidated Statements of Income, which present the results of our
operations for 2019, 2018 and 2017. Following is a discussion of our strategy
and significant trends.

We are working to deliver safe, reliable and innovative energy solutions that
create value for customers, communities, employees and investors. This includes
bridging our history as a regulated utility safely providing low-cost and
reliable service with our future as a globally-aware company offering a broader
array of services performed by highly-adaptable and skilled employees. We seek
to deliver value to our customers by providing high reliability and customer
service, and an environmentally sustainable generation mix at an affordable
price. We are focused on delivering long-term shareholder value by continuing to
invest in our system including:

•      Infrastructure investment focused on a stronger and smarter grid to
       improve the customer experience, while enhancing grid reliability and
       safety. This includes automation in distribution and substations that
       enables the use of changing technology.


• Integrating supply resources that balance reliability, cost, capacity, and

sustainability considerations with more predictable long-term commodity


       prices.


• Continually improving our operating efficiency. Financial discipline is

essential to earning our authorized return on invested capital and

maintaining a strong balance sheet, stable cash flows, and quality credit


       ratings.



We expect to pursue these investment opportunities and manage our business in a manner that allows us to be flexible in adjusting to changing economic conditions by adjusting the timing and scale of the projects.


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   HOW WE PERFORMED IN 2019 COMPARED TO OUR 2018 RESULTS



                                                          Year Ended December 31, 2019 vs. 2018
                                                Income Before         Income Tax Benefit
                                                Income Taxes               (Expense)             Net Income
                                                                      (in 

millions)


Year ended December 31, 2018                 $        178.3         $           18.7           $      197.0
Items increasing (decreasing) net income:
Higher revenue absent the 2018 impacts of
the Tax Cuts and Jobs Act                              22.1                     (5.6 )                 16.5
Higher electric and natural gas retail
volumes                                                17.3                     (4.6 )                 12.7
Higher Montana electric retail rates                    4.4                     (1.1 )                  3.3
Income tax benefit                                        -                      3.0                    3.0
Higher Montana electric supply cost recovery            3.9                     (1.0 )                  2.9
Lower depreciation and depletion                        1.6                     (0.4 )                  1.2
Electric QF liability adjustment                      (20.9 )                    5.3                  (15.6 )
Higher operating, general, and
administrative expenses                               (17.3 )                    4.4                  (12.9 )
Lower Montana electric transmission revenue            (5.6 )                    1.4                   (4.2 )
Lower Montana gas production rates                     (1.5 )                    0.6                   (0.9 )
Other                                                  (0.1 )                   (0.8 )                 (0.9 )
Year ended December 31, 2019                 $        182.2         $           19.9           $      202.1
Change in Net Income                                                                           $        5.1



Consolidated net income in 2019 was $202.1 million as compared with $197.0
million in 2018. This increase was primarily due to a reduction in revenue in
2018 due to the impact of the Tax Cuts and Jobs Act regulatory settlements,
higher volumes due to colder winter weather and customer growth, and a larger
income tax benefit in 2019. These improvements were partly offset by the
adjustment of our electric QF liability and higher operating expenses.

SIGNIFICANT TRENDS AND REGULATION

Electric Resource Planning - Montana



In August 2019, we issued our final 2019 Electricity Supply Resource Procurement
Plan (Montana Resource Plan) that included responses to public comments. The
Montana Resource Plan supports the goal of developing resources that will
address the changing energy landscape in Montana to meet our customers' electric
energy needs in a reliable and affordable manner.

We are currently 630 MW short of our peak needs, which we procure in the market.
We forecast that our energy portfolio will be 725 MW short by 2025, considering
expiring contracts and a modest increase in customer demand. Based on our
customers' future energy resource needs as identified in the Montana Resource
Plan, we issued an all-source competitive solicitation request in February 2020
for up to 280 MWs of peaking and flexible capacity to be available for
commercial operation in early 2023. An independent evaluator is being used to
administer the solicitation process and evaluate proposals, with the successful
project(s) selected by the first quarter of 2021. We expect the process will be
repeated in subsequent years to provide a resource-adequate energy and capacity
portfolio by 2025.

The proposed solicitation process will allow us to consider a wide variety of
resource options. These options include power purchase agreements and owned
energy resources comprised of different structures, terms and technologies that
are cost-effective resources. The staged approach is designed to allow for
incremental steps through time with opportunities for different resource type of
new technologies while also building a reliable portfolio to meet local and
regional conditions and minimizing customer impacts.


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Proposed Colstrip Unit 4 Capacity Acquisition - In February 2020, we filed an
application for pre-approval with the MPSC to acquire Puget Sound Energy's 25%
interest, 185 megawatts of generation, in Colstrip Unit 4 for one dollar. In
addition, we are seeking approval to sell 90 megawatts to Puget Sound Energy for
roughly 5 years at a price indexed to hourly prices at the Mid-Columbia power
hub, with a price floor reflecting the recovery of fixed operating and
maintenance costs and variable generation costs. Our proposal includes zero net
effect on customer bills while setting aside the benefits from the transaction -
estimated to be $4 million annually - to address environmental compliance,
remediation and decommissioning costs associated with our existing 222 MWs of
ownership. Puget Sound Energy remains responsible for its presale 25% ownership
share of all costs for remediation of existing environmental conditions and
decommissioning regardless of the proposed acquisition or when Colstrip Unit 4
is retired. We expect the MPSC to establish a procedural schedule in this docket
in the first quarter of 2020. If this capacity acquisition is approved, this
will reduce our need for capacity identified above in our resource plan by 170
MW, which is the accredited capacity.

We also entered into an agreement with Puget Sound Energy to acquire an
additional 95 MW interest in the 500 kV Colstrip Transmission System for net
book value at the time of the sale. The net book value is expected to range
between $2.5 million to $3.8 million. After the roughly 5-year purchase power
agreement with Puget Sound Energy, we will have the option to acquire another 90
MW interest in the 500 kV Colstrip Transmission System for net book value at
that time. These transmission acquisitions are conditioned upon approval and
closing of the Unit 4 acquisition.

Recovery of the additional rate base from these transactions, if completed, will be subject to review in the next Montana general electric rate case.

Electric Resource Planning - South Dakota



In April 2019, we issued a request for proposals for 60 MW of flexible capacity
resources to begin serving South Dakota customers by the end of 2021. As a
result of a competitive solicitation process, we expect to own a natural gas
fired reciprocating internal combustion engines at Huron, South Dakota.
Dependent upon selection of manufacturer, we anticipate 55 - 60 MW to be online
by late 2021 at a total investment of approximately $80 million. The selected
proposal is subject to the execution of construction contracts and obtaining the
applicable environmental and construction related permits.

We anticipate financing this project with a combination of cash flow from operations, first mortgage bonds and equity issuances. Based on current expectations, any equity issuance would be late 2020 or early 2021 and would be sized to maintain and protect current credit ratings.

Montana General Electric Rate Case



In December 2019, the MPSC issued a final order approving our electric rate case
settlement for rates effective April 1, 2019, resulting in an annual increase to
electric revenue of approximately $6.5 million (based upon a 9.65% return on
equity (ROE) and rate base and capital structure as filed) and an annual
decrease in depreciation expense of approximately $9.3 million. Various parties
have filed petitions for reconsideration of parts of that December 2019 order,
and we expect the MPSC to issue an order on these requests during the first
quarter of 2020.

FERC Filing - In May 2019, we submitted a filing with the FERC for our Montana
transmission assets. The revenue requirement associated with our Montana FERC
assets is reflected in our Montana MPSC-jurisdictional rates as a credit to
retail customers. We expect to submit a compliance filing with the MPSC upon
resolution of our Montana FERC case adjusting the proposed credit in our Montana
retail rates.


                                       33

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  SIGNIFICANT INFRASTRUCTURE INVESTMENTS AND INITIATIVES


Our estimated capital expenditures for the next five years, including our electric and natural gas transmission and distribution infrastructure investment plan, are as follows (in millions):


               [[Image Removed: regulated5yearforecast20191.jpg]]

Electric Supply Resource Plans - Our energy resource plans discussed above
identify portfolio resource requirements including potential investments. As a
result of a competitive solicitation process in South Dakota, we have included
$80 million of capital in our projections above for 55-60 MW of capacity
additions at a brownfield site near Huron, South Dakota expected to be in
service by late 2021.

We have not included any potential generation capital related to our Montana
competitive solicitation in the projections above. We anticipate that owned
assets to address energy and capacity needs in Montana could increase the
capital forecast presented above in excess of $200 million over the next five
years.

Natural Gas Production Assets - We own natural gas production and gathering
system assets in Montana as a part of an overall strategy to provide rate
stability and customer value through the addition of regulated assets that are
not subject to market forces. Our estimated capital expenditure requirements
above do not include estimates for incremental natural gas reserve acquisitions,
or other investment opportunities that may arise.

Distribution and Transmission Modernization and Maintenance - As part of our
commitment to maintain high level reliability and system performance, we
continue to evaluate the condition of our distribution and transmission assets
to address aging infrastructure through our asset management process. The
primary goals of our infrastructure investment are to reverse the trend in aging
infrastructure, maintain reliability, proactively manage safety, build capacity
into the system, and prepare our network for the adoption of new technologies.
We are taking a proactive and pragmatic approach to replace these assets while
also evaluating the implementation of additional technologies to prepare the
overall system for smart grid applications.

•We installed approximately $32 million of Automated Metering Infrastructure
(AMI) in our South Dakota and Nebraska jurisdictions from 2016 to 2019, which is
reflected in our property, plant and equipment. In 2020 through 2022, we expect
to install AMI in Montana at a cost ranging from approximately $100 to $105
million, which is reflected in the five year capital forecast above.

•Hazard trees are those trees that are structurally unsound and could fall into
our lines if the trees failed. Hazard trees may be located inside or outside our
electric transmission and distribution lines' rights of way and pose

                                       34
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risks to our system including disruption of service, property damage, loss of
life, and/or fires. We worked with third parties, including the U.S. Forest
Service, to develop a plan to remove these hazard trees and began work in 2018.
The work related to this initiative is reflected in operating expenses in the
Consolidated Income Statements. During 2019 and 2018, we incurred approximately
$7.5 million and $3.3 million, respectively, in costs, which is incremental to
costs for vegetation management within our rights of way. We expect to continue
the program over the next several years with anticipated 2020 costs ranging from
approximately $4 million to $5 million, with cumulative operating expense for
the program exceeding $20 million.


    RESULTS OF OPERATIONS



Our consolidated results include the results of our divisions and subsidiaries
constituting each of our business segments. The overall consolidated discussion
is followed by a detailed discussion of gross margin by segment.

Non-GAAP Financial Measure



The following discussion includes financial information prepared in accordance
with GAAP, as well as another financial measure, Gross Margin, that is
considered a "non-GAAP financial measure." Generally, a non-GAAP financial
measure is a numerical measure of a company's financial performance, financial
position or cash flows that excludes (or includes) amounts that are included in
(or excluded from) the most directly comparable measure calculated and presented
in accordance with GAAP. We define Gross Margin as Revenues less Cost of Sales
as presented in our Consolidated Statements of Income. The following discussion
includes a reconciliation of Gross Margin to Operating Revenues, the most
directly comparable GAAP measure.

Management believes that Gross Margin provides a useful measure for investors
and other financial statement users to analyze our financial performance in that
it excludes the effect on total revenues caused by volatility in energy costs
and associated regulatory mechanisms. This information is intended to enhance an
investor's overall understanding of results. Under our various state regulatory
mechanisms, as detailed below, our supply costs are generally collected from
customers. In addition, Gross Margin is used by us to determine whether we are
collecting the appropriate amount of energy costs from customers to allow
recovery of operating costs, as well as to analyze how changes in loads (due to
weather, economic or other conditions), rates and other factors impact our
results of operations. Our Gross Margin measure may not be comparable to that of
other companies' presentations or more useful than the GAAP information provided
elsewhere in this report.

Factors Affecting Results of Operations



Our revenues may fluctuate substantially with changes in supply costs, which are
generally collected in rates from customers. In addition, various regulatory
agencies approve the prices for electric and natural gas utility service within
their respective jurisdictions and regulate our ability to recover costs from
customers.

Revenues are also impacted by customer growth and usage, the latter of which is
primarily affected by weather. Very cold winters increase demand for natural gas
and to a lesser extent, electricity, while warmer than normal summers increase
demand for electricity, especially among our residential and commercial
customers. We measure this effect using degree-days, which is the difference
between the average daily actual temperature and a baseline temperature of 65
degrees. Heating degree-days result when the average daily temperature is less
than the baseline. Cooling degree-days result when the average daily temperature
is greater than the baseline. The statistical weather information in our
regulated segments represents a comparison of this data.


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   OVERALL CONSOLIDATED RESULTS


Year Ended December 31, 2019 Compared with Year Ended December 31, 2018



Consolidated net income in 2019 was $202.1 million as compared with $197.0
million in 2018, an increase of $5.1 million. As described in more detail below,
this increase was primarily due to a reduction in revenue in 2018 due to the
impact of the Tax Cuts and Jobs Act regulatory settlements, higher volumes due
to colder winter weather and customer growth, and a larger income tax benefit in
2019. These improvements were partly offset by the adjustment of our electric QF
liability and higher operating expenses.

Consolidated operating revenues in 2019 were $1,257.9 million as compared with
$1,192.0 million, an increase of $65.9 million. This increase was primarily due
to a reduction in revenue in 2018 due to the impact of the Tax Cuts and Jobs Act
regulatory settlements, higher supply costs being collected in rates, and
increased volumes due to colder winter weather and customer growth. Consolidated
gross margin in 2019 was $939.9 million as compared with $919.1 million in 2018,
an increase of $20.8 million, or 2.3%.

                                        Electric               Natural Gas                  Total
                                    2019        2018        2019        2018         2019          2018
                                                                (in millions)
Reconciliation of gross margin to
operating revenue:
Operating Revenues                $ 981.2     $ 921.1     $ 276.7     $ 270.9     $ 1,257.9     $ 1,192.0
Cost of Sales                       239.6       194.6        78.4        78.3         318.0         272.9
Gross Margin(1)                   $ 741.6     $ 726.5     $ 198.3     $ 192.6     $   939.9     $   919.1

(1) Non-GAAP financial measure. See "Non-GAAP Financial Measure" above.



                               Year Ended December 31,
                        2019       2018      Change    % Change
                                    (in millions)
Gross Margin
Electric              $ 741.6    $ 726.5    $  15.1       2.1 %
Natural Gas             198.3      192.6        5.7       3.0
Total Gross Margin(1) $ 939.9    $ 919.1    $  20.8       2.3 %

(1) Non-GAAP financial measure. See "Non-GAAP Financial Measure" above.


                                       36
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Primary components of the change in gross margin include the following (in millions):


                                                 Gross Margin 2019 vs. 2018
Gross Margin Items Impacting Net Income
Tax Cuts and Jobs Act impact                   $                   22.1
Electric and natural gas retail volumes                            17.3
Montana electric retail rates                                       4.4
Montana electric supply cost recovery                               3.9
Electric QF liability adjustment                                  (20.9 )
Electric transmission                                              (5.6 )
Montana natural gas production rates                               (1.5 )
Other                                                               0.5
Change in Gross Margin Impacting Net Income                        20.2

Gross Margin Items Offset Within Net Income
Property taxes recovered in trackers                                3.0
Production tax credits flowed-through trackers                     (1.7 )
Operating expenses recovered in trackers                           (0.7 )
Change in Items Offset Within Net Income                            0.6
Increase in Consolidated Gross Margin(1)       $                   20.8


(1) Non-GAAP financial measure. See "Non-GAAP Financial Measure" above.

Consolidated gross margin for items impacting net income increased $20.2 million, due to the following:

• A reduction in revenue in 2018 due to the impact of the Tax Cuts and Jobs Act;

• An increase in electric and gas retail volumes due primarily to colder


       winter weather and customer growth;


•      An increase in Montana electric revenue recognized consistent with the

order in our electric rate case, effective April 1, 2019, as discussed


       above; and


•      The recovery of Montana electric supply costs due to changes in the
       associated statute, partly offset by higher supply costs in 2019 as
       compared with 2018.


These increases were partly offset by the following items:



•      The adjustment of our electric QF liability (unrecoverable costs
       associated with PURPA contracts as a part of a 2002 stipulation with the
       MPSC and other parties) as compared with 2018 due to the combination of:


?            A lower periodic adjustment of approximately $14.2 million due to
             price escalation, which was less than previously estimated; and


•            A lower impact of the adjustment to actual output and

pricing for


             the contract year resulting in approximately $6.7 million in higher
             supply costs for these QF contracts due primarily to outages at two
             facilities in 2018.


•      Lower demand to transmit energy across our transmission lines due to
       market conditions and pricing; and


•      A decrease in Montana natural gas rates associated with the annual step
       down for our Montana gas production assets.


The change in consolidated gross margin also includes the following items that had no impact on net income:

• An increase in revenues for property taxes included in trackers, offset by


       increased property tax expense;


•      A decrease in revenue due to the increase in production tax credit

benefits passed through to customers in our tracker mechanisms, which are

offset by decreased income tax expense; and

• A decrease in revenues for operating costs included in trackers, offset by


       a decrease in associated operating expense.




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                                                      Year Ended December 31,
                                               2019       2018      Change    % Change
                                                           (in millions)
Operating Expenses (excluding cost of sales)
Operating, general and administrative        $ 318.2    $ 307.1    $ 11.1        3.6  %
Property and other taxes                       171.9      171.3       0.6        0.4
Depreciation and depletion                     172.9      174.5      (1.6 )     (0.9 )
                                             $ 663.0    $ 652.9    $ 10.1        1.5  %


Consolidated operating, general and administrative expenses were $318.2 million in 2019, as compared with $307.1 million in 2018. Primary components of the change include the following (in millions):


                                                                        Operating, General &
                                                                       Administrative Expenses
                                                                            2019 vs. 2018
Operating, General & Administrative Expenses Impacting Net Income
Hazard trees                                                          $                   4.2
Generation maintenance                                                                    3.7
Labor                                                                                     2.2
Distribution maintenance                                                                  1.7
Gas transmission maintenance                                                              1.5
Legal                                                                                     1.5
Technology costs                                                                          1.2
Employee benefits                                                                         1.2
Western EIM costs                                                                         0.9
Other                                                                                    (0.8 )
Change in Items Impacting Net Income                                                     17.3

Operating, General & Administrative Expenses Offset Within Net Income Pension and other postretirement benefits

                                                (7.8 )
Operating expenses recovered in trackers                                                 (0.7 )
Non-employee directors deferred compensation                                              2.3
Change in Items Offset Within Net Income                                                 (6.2 )
Increase in Operating, General & Administrative Expenses              $                  11.1



Consolidated operating, general and administrative expenses for items impacting net income increased $17.3 million due to the following: • Higher hazard tree line clearance costs;

• Higher maintenance costs at our electric generation facilities;

• Increased labor costs due primarily to compensation increases;

• Higher distribution costs due to proactive system maintenance;

• Higher natural gas transmission maintenance due to compressor repairs and

increased compliance costs;

• Higher general legal costs;

• Higher technology costs associated with security measures and maintenance

agreements;

• Higher employee benefit costs due primarily to increased pension expense


       as a result of higher funding of our Montana plan, partly offset by lower
       medical costs; and

• Higher costs associated with preparation to enter the Western EIM.

The change in consolidated operating, general and administrative expenses also includes the following items that had no impact on net income: • The regulatory treatment of the non-service cost components of pension and


       postretirement benefit expense, which is offset in other income;



                                       38

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• Lower operating expenses included in trackers recovered through revenue; and

• A change in value of non-employee directors deferred compensation due to

changes in our stock price, offset in other income.





Property and other taxes were $171.9 million in 2019, as compared with $171.3
million in 2018. This increase was primarily due to plant additions and higher
estimated property valuations in Montana.

Depreciation and depletion expense was $172.9 million in 2019, as compared with
$174.5 million in 2018. This decrease was primarily due to the depreciation
adjustment consistent with the final order in our Montana electric rate case, as
discussed above, partly offset by plant additions.

Consolidated operating income in 2019 was $276.9 million as compared with $266.3
million in 2018. This increase was primarily due to higher gross margin, as
discussed above, offset in part by the overall increase in operating, general,
and administrative expenses.

Consolidated interest expense in 2019 was $95.1 million, as compared with $92.0
million in 2018, due primarily to higher borrowings. See "Liquidity and Capital
Resources" for additional information regarding our financing activities.

Consolidated other income in 2019 was $0.4 million, as compared with $4.0
million in 2018. This decrease was primarily due to a $7.8 million increase in
other pension expense that was partly offset by a $2.3 million increase in the
value of deferred shares held in trust for non-employee directors deferred
compensation, both of which are offset in operating, general, and administrative
expense with no impact to net income. This decrease was also partly offset by
$1.6 million higher capitalization of AFUDC.

Consolidated income tax benefit in 2019 was $19.9 million, as compared with
$18.7 million in 2018. The income tax benefit for 2019 reflects the release of
approximately $22.8 million of unrecognized tax benefits, including
approximately $2.7 million of accrued interest and penalties, due to the lapse
of statutes of limitation in the second quarter of 2019. The income tax benefit
in 2018 reflects a benefit of approximately $19.8 million associated with the
final measurement of excess deferred taxes associated with the Tax Cuts and Jobs
Act.

Our effective tax rate for the twelve months ended December 31, 2019 was (10.9)%
as compared with (10.5)% for the same period of 2018. We currently estimate our
effective tax rate will range between (2)% to 3% in 2020.

The following table summarizes the differences between our effective tax rate and the federal statutory rate (in millions):


                                                                Year Ended December 31,
                                                            2019                      2018
Income Before Income Taxes                         $  182.2                  $  178.3

Income tax calculated at federal statutory rate 38.3 21.0 %

37.4 21.0 %



Permanent or flow through adjustments:
State income, net of federal provisions                 1.2         0.7           1.6         0.9
Recognition of unrecognized tax benefit               (22.8 )     (12.5 )           -           -
Flow-through repairs deductions                       (19.7 )     (10.8 )       (19.3 )     (10.8 )
Production tax credits                                (11.5 )      (6.3 )       (10.9 )      (6.1 )
Plant and depreciation of flow through items           (4.0 )      (2.2 )        (2.2 )      (1.2 )
Amortization of excess deferred income taxes (DIT)     (1.7 )      (0.9 )        (3.7 )      (2.1 )
Impact of Tax Cuts and Jobs Act                        (0.2 )      (0.1 )       (19.8 )     (11.1 )
Prior year permanent return to accrual adjustments      0.6         0.3          (3.0 )      (1.7 )
Other, net                                             (0.1 )      (0.1 )         1.2         0.6
                                                      (58.2 )     (31.9 )       (56.1 )     (31.5 )

Income Tax Benefit                                 $  (19.9 )     (10.9 )%   $  (18.7 )     (10.5 )%



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  ELECTRIC OPERATIONS


We have various classifications of electric revenues, defined as follows:

• Retail: Sales of electricity to residential, commercial and industrial


       customers.


•      Regulatory amortization: Primarily represents timing differences for
       electric supply costs and property taxes between when we incur these costs
       and when we recover these costs in rates from our customers.

• Transmission: Reflects transmission revenues regulated by the FERC.

• Wholesale and other are largely gross margin neutral as they are offset by

changes in cost of sales.

Year Ended December 31, 2019 Compared with Year Ended December 31, 2018



                                          Results
                           2019       2018      Change    % Change
                                       (in millions)
Retail revenue           $ 890.7    $ 847.3    $ 43.4        5.1  %

Regulatory amortization 30.2 9.8 20.4 208.2


   Total retail revenues   920.9      857.1      63.8        7.4
Transmission                54.2       58.1      (3.9 )     (6.7 )
Wholesale and Other          6.1        5.9       0.2        3.4
Total Revenues             981.2      921.1      60.1        6.5
Total Cost of Sales        239.6      194.6      45.0       23.1
Gross Margin(1)          $ 741.6    $ 726.5    $ 15.1        2.1  %

(1) Non-GAAP financial measure. See "Non-GAAP Financial Measure" above.




                               Revenues              Megawatt Hours (MWH)          Avg. Customer Counts
                          2019          2018           2019          2018            2019            2018
                                          (in thousands)
Montana                $ 308,840     $ 287,358          2,581        2,518        303,222          299,438
South Dakota              62,457        64,171            589          598         50,615           50,546
  Residential            371,297       351,529          3,170        3,116        353,837          349,984
Montana                  348,143       329,611          3,186        3,169         68,896           67,547
South Dakota              97,082        93,992          1,110        1,072         12,814           12,741
Commercial               445,225       423,603          4,296        4,241         81,710           80,288
Industrial                43,595        42,577          2,949        2,593             78               75
Other                     30,595        29,600            165          166          6,219            6,185
Total Retail Electric  $ 890,712     $ 847,309         10,580       10,116        441,844          436,532



                  Cooling Degree Days            2019 as compared with:
             2019   2018   Historic Average      2018      Historic Average
Montana      370    337          403          10% warmer      8% colder
South Dakota 715    951          733          25% colder      2% colder





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                   Heating Degree Days             2019 as compared with:
             2019    2018    Historic Average     2018      Historic Average
Montana      8,515   7,882        7,537         8% colder      13% colder
South Dakota 8,478   8,385        7,595         1% colder      12% colder


The following summarizes the components of the changes in electric gross margin for the years ended December 31, 2019 and 2018 (in millions):


                                                 Gross Margin 2019 vs. 2018
Gross Margin Items Impacting Net Income
Tax Cuts and Jobs Act impact                   $                   21.5
Retail volumes                                                      6.4
Montana retail rates                                                4.4
Montana supply cost recovery                                        3.9
QF liability adjustment                                           (20.9 )
Transmission                                                       (5.6 )
Other                                                               5.0
Change in Gross Margin Impacting Net Income                        14.7

Gross Margin Items Offset Within Net Income
Property taxes recovered in trackers                                2.1
Production tax credits flowed-through trackers                     (1.7 )
Change in Items Offset Within Net Income                            0.4
Increase in Gross Margin(1)                    $                   15.1


(1) Non-GAAP financial measure. See "Non-GAAP Financial Measure" above.

Gross margin for items impacting net income increased $14.7 million due to the following:

• A reduction in revenue in 2018 due to the impact of the Tax Cuts and Jobs Act;

• An increase in retail volumes due primarily to colder winter weather and


       customer growth;


•      An increase in Montana electric revenue recognized consistent with the
       final order in our electric rate case, effective April 1, 2019, as
       discussed above; and


•      The recovery of Montana electric supply costs due to changes in the
       associated statute, partly offset by higher supply costs in 2019 as
       compared with 2018.


These increases were partly offset by the following items:

• The adjustment of our electric QF liability (unrecoverable costs

associated with PURPA contracts as a part of a 2002 stipulation with the

MPSC and other parties) as compared with the same period in 2018 due to

the combination of:




•            A lower periodic adjustment of approximately $14.2 million due to
             price escalation, which was less than previously estimated; and


•            A lower impact of the adjustment to actual output and pricing for
             the contract year resulting in approximately $6.7 million in higher
             supply costs for these QF contracts due to primarily to outages at
             two facilities in 2018.


•      Lower demand to transmit energy across our transmission lines due to
       market conditions and pricing.



The change in gross margin also includes the following items that had no impact on net income:

• An increase in revenues for property taxes included in trackers, offset by

increased property tax expense; and

• A decrease in revenues due to the increase in production tax credit

benefits passed through to customers in our tracker mechanisms, which are


       offset by decreased income tax expense.




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The change in regulatory amortization revenue is due to timing differences
between when we incur electric supply costs and when we recover these costs in
rates from our customers, which has a minimal impact on gross margin. Our
wholesale and other revenues are largely gross margin neutral as they are offset
by changes in cost of sales.



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   NATURAL GAS OPERATIONS


We have various classifications of natural gas revenues, defined as follows: • Retail: Sales of natural gas to residential, commercial and industrial


       customers.


•      Regulatory amortization: Primarily represents timing differences for
       natural gas supply costs and property taxes between when we incur these
       costs and when we recover these costs in rates from our customers, which
       is also reflected in cost of sales and therefore has minimal impact on
       gross margin.

• Wholesale: Primarily represents transportation and storage for others.

Year Ended December 31, 2019 Compared with Year Ended December 31, 2018



                                           Results
                           2019        2018       Change    % Change
                                        (in millions)

Retail revenues $ 242.9 $ 235.3 $ 7.6 3.2 % Regulatory amortization (2.1 ) (4.2 ) 2.1 50.0


   Total retail revenues   240.8       231.1        9.7        4.2
Wholesale and other         35.9        39.8       (3.9 )     (9.8 )
Total Revenues             276.7       270.9        5.8        2.1
Total Cost of Sales         78.4        78.3        0.1        0.1
Gross Margin(1)          $ 198.3     $ 192.6     $  5.7        3.0  %

(1) Non-GAAP financial measure. See "Non-GAAP Financial Measure" above.



                        Revenues              Dekatherms         Customer Counts
                    2019         2018       2019      2018       2019       2018
                               (in thousands)
Montana          $ 109,395    $ 102,721    15,262    13,818    174,862    172,770
South Dakota        25,763       25,359     3,322     3,296     40,129     39,742
Nebraska            20,194       23,416     2,826     2,834     37,424     37,356
Residential        155,352      151,496    21,410    19,948    252,415    249,868
Montana             55,669       51,700     8,115     7,288     24,205     23,877
South Dakota        19,305       17,984     3,590     3,348      6,812      6,689
Nebraska            10,572       11,953     2,085     2,054      4,914      4,833
Commercial          85,546       81,637    13,790    12,690     35,931     35,399
Industrial             996        1,159       151       171        239        244
Other                1,012          986       168       156        164        163
Total Retail Gas $ 242,906    $ 235,278    35,519    32,965    288,749    285,674



                   Heating Degree Days             2019 as compared with:
             2019    2018    Historic Average     2018      Historic Average
Montana      8,647   7,978        7,775         8% colder      11% colder
South Dakota 8,478   8,385        7,595         1% colder      12% colder
Nebraska     6,571   6,792        6,267         3% warmer      5% colder




                                       43

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The following summarizes the components of the changes in natural gas gross margin for the years ended December 31, 2019 and 2018 (in millions):


                                              Gross Margin 2019 vs. 2018
Gross Margin Items Impacting Net Income
Retail volumes                              $                   10.9
Tax Cuts and Jobs Act                                            0.6
Montana production rates                                        (1.5 )
Other                                                           (4.5 )
Change in Gross Margin Impacting Net Income                      5.5

Gross Margin Items Offset Within Net Income
Property taxes recovered in trackers                             0.9
Operating expenses recovered in trackers                        (0.7 )
Change in Items Offset Within Net Income                         0.2
Increase in Gross Margin(1)                 $                    5.7


(1) Non-GAAP financial measure. See "Non-GAAP Financial Measure" above.

Gross margin for items impacting net income increased $5.5 million due to the following:

• An increase in retail volumes from colder winter weather and customer

growth; and

• A reduction in revenue in 2018 due to the impact of the Tax Cuts and Jobs Act.

These increases were partly offset by a reduction of rates due to the step down of our Montana gas production assets.

The change in gross margin also includes the following items that had no impact on net income:

• An increase in revenues for property taxes included in trackers, offset by

increased property tax expense; and

• A decrease in revenues for operating costs recovered in trackers, offset

by decreased operating expense.

Our wholesale and other revenues are largely gross margin neutral as they are offset by changes in cost of sales.










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    LIQUIDITY AND CAPITAL RESOURCES



We require liquidity to support and grow our business, and use our liquidity for
working capital needs, capital expenditures, investments in or acquisitions of
assets, and to repay debt. We believe our cash flows from operations and
existing borrowing capacity should be sufficient to fund our operations, service
existing debt, pay dividends, and fund capital expenditures (excluding strategic
growth opportunities). The amount of capital expenditures and dividends are
subject to certain factors including the use of existing cash, cash equivalents
and the receipt of cash from operations. In addition, a material change in
operations or available financing could impact our current liquidity and ability
to fund capital resource requirements, and we may defer a portion of our planned
capital expenditures as necessary.

We issue debt securities to refinance retiring maturities, reduce revolver debt,
fund construction programs and for other general corporate purposes. To fund our
strategic growth opportunities we utilize available cash flow, debt capacity and
equity issuances that allows us to maintain investment grade ratings. We
anticipate financing our South Dakota flexible capacity resources with a
combination of cash flow from operations, first mortgage bonds and equity
issuances. Based upon current expectations, any equity issuance would be late
2020 or early 2021 and would be sized to maintain and protect current credit
ratings.

We plan to maintain a 50 - 55% debt to total capital ratio excluding finance
leases, and expect to continue targeting a long-term dividend payout ratio of 60
- 70% of earnings per share; however, there can be no assurance that we will be
able to meet these targets. In June 2019, we priced $150 million aggregate
principal amount of Montana First Mortgage Bonds, at a fixed interest rate of
3.98% maturing in 2049. We issued $50 million of these bonds in June 2019 and
the remaining $100 million of these bonds in September 2019 in transactions
exempt from the registration requirements of the Securities Act of 1933, as
amended. Proceeds were used to repay a portion of our outstanding borrowings
under our revolving credit facilities and for other general corporate purposes.
The bonds are secured by our electric and natural gas assets in Montana.

Liquidity is provided by internal cash flows and the use of our unsecured
revolving credit facility. We have a $400 million revolving credit facility. In
addition, we have a $25 million revolving credit facility to provide swingline
borrowing capability. We utilize availability under our revolvers to manage our
cash flows due to the seasonality of our business, and utilize any cash on hand
in excess of current operating requirements to invest in our business and reduce
borrowings.

As of December 31, 2019, our total net liquidity was approximately $141.1
million, including $5.1 million of cash and $136.0 million of revolving credit
facility availability. As of December 31, 2019, there were no letters of credit
outstanding and $289 million in borrowings under our revolving line of credit.
As of February 7, 2020, our availability under our revolving credit facility was
approximately $165.0 million.

Credit Ratings

In general, less favorable credit ratings make debt financing more costly and
more difficult to obtain on terms that are favorable to us and our customers,
may impact our trade credit availability, and could result in the need to issue
additional equity securities. Fitch Ratings (Fitch), Moody's Investors Service
(Moody's), and S&P Global Ratings (S&P) are independent credit-rating agencies
that rate our debt securities. These ratings indicate the agencies' assessment
of our ability to pay interest and principal when due on our debt. As of
February 7, 2020, our current ratings with these agencies are as follows:

Senior Secured Rating Senior Unsecured Rating Commercial Paper


 Outlook
Fitch             A                       A-                     F2          Negative
Moody's          A3                      Baa2                 Prime-2         Stable
S&P              A-                       BBB                   A-2           Stable


_________________________

A security rating is not a recommendation to buy, sell or hold securities. Such
rating may be subject to revision or withdrawal at any time by the credit rating
agency and each rating should be evaluated independently of any other rating.


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Capital Requirements



Our capital expenditures program is subject to continuing review and
modification. Actual utility construction expenditures may vary from estimates
due to changes in electric and natural gas projected load growth, changing
business operating conditions and other business factors. We anticipate funding
capital expenditures through cash flows from operations, available credit
sources, debt and equity issuances and future rate increases. Our estimated
capital expenditures are discussed above in the "Significant Infrastructure
Investments and Initiatives" section.

Contractual Obligations and Other Commitments



We have a variety of contractual obligations and other commitments that require
payment of cash at certain specified periods. The following table summarizes our
contractual cash obligations and commitments as of December 31, 2019. See
additional discussion in Note 18 - Commitments and Contingencies to the
Consolidated Financial Statements.
                        Total          2020          2021          2022     

2023 2024 Thereafter


                                                              (in 

thousands)

Long-term debt (1) $ 2,245,637 $ - $ 289,000 $ -

$ 144,660     $       -     $ 1,811,977
Finance leases           19,915         2,476         2,668         2,875         3,097         3,338           5,461
Estimated pension
and other
postretirement
obligations (2)          66,087        13,514        13,491        13,209        13,097        12,776             N/A
Qualifying
facilities
liability (3)           630,793        76,533        78,356        80,226        82,320        79,726         233,632
Supply and capacity
contracts (4)         1,915,618       186,529       146,477       150,381       150,309       145,953       1,135,969
Contractual
interest payments
on debt (5)           1,505,723        86,420        85,883        77,602        76,397        74,709       1,104,712
Environmental
remediation
obligations (6)           4,540         2,482           912           720           213           213             N/A
Total Commitments
(7)                 $ 6,388,313     $ 367,954     $ 616,787     $ 325,013

$ 470,093 $ 316,715 $ 4,291,751

___________________________

(1) Represents cash payments for long-term debt and excludes $12.4 million of

debt discounts and debt issuance costs, net.

(2) We have estimated cash obligations related to our pension and other

postretirement benefit programs for five years, as it is not practicable to

estimate thereafter. The pension and other postretirement benefit estimates

reflect our expected cash contributions, which may be in excess of minimum

funding requirements.

(3) Certain QFs require us to purchase minimum amounts of energy at prices

ranging from $63 to $136 per MWH through 2029. Our estimated gross

contractual obligation related to these QFs is approximately $630.8 million.

A portion of the costs incurred to purchase this energy is recoverable

through rates authorized by the MPSC, totaling approximately $508.2 million.

(4) We have entered into various purchase commitments, largely purchased power,

electric transmission, coal and natural gas supply and natural gas

transportation contracts. These commitments range from one to 24 years.

(5) Contractual interest payments include our revolving credit facilities, which

have a variable interest rate. We have assumed an average interest rate of

2.98% on the outstanding balance through maturity of the facilities.

(6) We estimate environmental remediation obligations for five years, as it is

not practicable to estimate thereafter. Our environmental reserve relates

primarily to the remediation of former manufactured gas plant sites owned by

us.

(7) Potential tax payments related to uncertain tax positions are not practicable

to estimate and have been excluded from this table.





Other Obligations - As a co-owner of Colstrip, we provided surety bonds of
approximately $13.2 million and $5.8 million as of December 31, 2019 and 2018,
respectively, on behalf of the operator to ensure the operation and maintenance
of remedial and closure actions are carried out related to the Administrative
Order on Consent Regarding Impacts Related to Wastewater Facilities Comprising
the Closed-Loop System at Colstrip Steam Electric Stations, Colstrip Montana
(the AOC) as required by the Montana Department of Environmental Quality. It is
currently anticipated that each co-owner of Colstrip will be required to post an
additional amount of financial assurance to support additional performance by
the operator of closure and remediation actions under the AOC. As costs are
incurred under the AOC, the surety bonds will be reduced.


                                       46
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Factors Impacting our Liquidity



Supply Costs - Our operations are subject to seasonal fluctuations in cash flow.
During the heating season, which is primarily from November through March, cash
receipts from natural gas and electric sales typically exceed cash requirements.
During the summer months, cash on hand, together with the seasonal increase in
cash flows and utilization of our existing revolver, are used to purchase
natural gas to place in storage, perform maintenance and make capital
improvements.

The effect of this seasonality on our liquidity is also impacted by changes in
electric and natural gas market prices. We recover the cost of our electric and
natural gas supply through tracking mechanisms. The natural gas supply tracking
mechanism in each of our jurisdictions, and electric supply tracking mechanism
in South Dakota, are designed to provide stable recovery of supply costs, with a
monthly adjustment to correct for any under or over collection. The Montana
electric supply tracking mechanism implemented in 2018, the PCCAM, is designed
for us to absorb risk through a sharing mechanism, with 90% of the variance
above or below the established base revenues and actual costs collected from or
refunded to customers. Our electric supply rates were adjusted monthly under the
prior tracker, and under the PCCAM design are adjusted annually. In periods of
significant fluctuation of loads and / or market prices, this design impacts our
cash flows as application of the PCCAM requires that we absorb certain power
cost increases before we are allowed to recover increases from customers.

Due to the lag between our purchases of electric and natural gas commodities and
revenue receipt from customers, cyclical over and under collection situations
arise consistent with the seasonal fluctuations discussed above; therefore we
typically under collect in the fall and winter and over collect in the spring.
Fluctuations in recoveries under our cost tracking mechanisms can have a
significant effect on cash flows from operations and make year-to-year
comparisons difficult.

As of December 31, 2019, we have under collected our costs recovered through
tracking mechanisms by approximately $32.5 million, as compared with an over
collection of $1.5 million as of December 31, 2018.


                                       47
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Cash Flows



The following table summarizes our consolidated cash flows for 2019 and 2018(in
millions):
                                                            Year Ended December 31,
                                                           2019                 2018
Operating Activities
Net income                                          $         202.1       $         197.0
Non-cash adjustments to net income                            165.8         

169.5


Changes in working capital                                    (53.0 )       

51.8


Other noncurrent assets and liabilities                       (18.2 )               (36.3 )
Cash Provided by Operating Activities                         296.7         

382.0



Investing Activities
Property, plant and equipment additions                      (316.0 )              (284.0 )
Acquisitions                                                      -                 (18.5 )
Proceeds from sale of assets                                      -         

0.1


Investment in equity securities                                (0.1 )                (2.5 )
Cash Used in Investing Activities                            (316.1 )       

(304.9 )



Financing Activities
Proceeds from issuance of common stock, net                       -         

44.8


Issuances of long-term debt                                   150.0                     -
Line of credit (repayments) borrowings, net                   (19.0 )       

308.0


(Repayments) issuances of short-term borrowings,
net                                                               -                (319.6 )
Dividends on common stock                                    (115.1 )              (109.2 )
Financing costs                                                (1.1 )                (0.1 )
Other                                                           1.4                   2.3
Cash Provided by (Used in) Financing Activities                16.2         

(73.8 )

Net (Decrease) Increase in Cash, Cash Equivalents, and Restricted Cash

                                 $          (3.2 )     $ 

3.3


Cash, Cash Equivalents, and Restricted Cash,
beginning of period                                 $          15.3       $ 

12.0


Cash, Cash Equivalents, and Restricted Cash, end of
period                                              $          12.1       $          15.3


Cash Flows Provided By Operating Activities



As of December 31, 2019, our cash, cash equivalents, and restricted cash were
$12.1 million as compared with $15.3 million at December 31, 2018. Cash provided
by operating activities totaled $296.7 million for the year ended December 31,
2019 as compared with $382.0 million during 2018. This decrease in operating
cash flows is primarily due to an under collection of supply costs from
customers in 2019 as compared with an over collection in 2018, resulting in an
approximate $35.5 million reduction in working capital, credits to Montana
customers during 2019 related to the Tax Cuts and Jobs Act of approximately
$20.5 million, transmission generation interconnection refunds in 2019 as
compared with deposits in 2018 decreasing working capital by approximately $22.1
million, and the receipt of insurance proceeds of $6.1 million in 2018.

Cash Flows Used In Investing Activities



Cash used in investing activities totaled $316.1 million during the year ended
December 31, 2019, as compared with $304.9 million during 2018. Plant additions
during 2019 include maintenance additions of approximately $225.6 million, and
capacity related capital expenditures of approximately $90.4 million. Plant
additions during 2018 include maintenance additions of approximately $227.0
million, capacity related capital expenditures of approximately $57.0 million,
and the acquisition of the 9.7 MW Two Dot wind project in Montana for
approximately $18.5 million.



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Cash Flows Provided by (Used in) Financing Activities



Cash provided by financing activities totaled $16.2 million during 2019 as
compared to cash used in financing activities of $73.8 million during 2018.
During 2019, net cash provided by financing activities reflects the proceeds
from the issuance of debt of $150.0 million, offset in part by payments of
dividends of $115.1 million and net repayments under our revolving lines of
credit of $19.0 million. During 2018, net cash used in financing activities
reflects net repayments of commercial paper of $319.6 million and the payment of
dividends of $109.2 million, partially offset by net issuances under our
revolving lines of credit of $308.0 million and proceeds from the issuance of
common stock of $44.8 million.




                                       49
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   CRITICAL ACCOUNTING POLICIES AND ESTIMATES



Management's discussion and analysis of financial condition and results of
operations is based on our Consolidated Financial Statements, which have been
prepared in accordance with GAAP. The preparation of these Consolidated
Financial Statements requires us to make estimates and assumptions that affect
the reported amounts of assets, liabilities, revenues and expenses, and related
disclosure of contingent assets and liabilities. We base our estimates on
historical experience and other assumptions that are believed to be proper and
reasonable under the circumstances. We continually evaluate the appropriateness
of our estimates and assumptions. Actual results could differ from those
estimates. We consider an estimate to be critical if it is material to the
Consolidated Financial Statements and it requires assumptions to be made that
were uncertain at the time the estimate was made and changes in the estimate are
reasonably likely to occur from period to period.

We have identified the policies and related procedures below as critical to understanding our historical and future performance, as these polices affect the reported amounts of revenue and are the more significant areas involving management's judgments and estimates.

Regulatory Assets and Liabilities



Our operations are subject to the provisions of ASC 980, Regulated Operations
(ASC 980). Our regulatory assets are the probable future revenues associated
with certain costs to be recovered from customers through the ratemaking
process, including our estimate of amounts recoverable for natural gas and
electric supply purchases. Regulatory liabilities are the probable future
reductions in revenues associated with amounts to be credited to customers
through the ratemaking process. We determine which costs are recoverable by
consulting previous rulings by state regulatory authorities in jurisdictions
where we operate or other factors that lead us to believe that cost recovery is
probable. This accounting treatment is impacted by the uncertainties of our
regulatory environment, anticipated future regulatory decisions and their
impact. If any part of our operations becomes no longer subject to the
provisions of ASC 980, or facts and circumstances lead us to conclude that a
recorded regulatory asset is no longer probable of recovery, we would record a
charge to earnings, which could be material. In addition, we would need to
determine if there was any impairment to the carrying costs of the associated
plant and inventory assets.

While we believe that our assumptions regarding future regulatory actions are
reasonable, different assumptions could materially affect our results. See Note
4 - Regulatory Assets and Liabilities, to the Consolidated Financial Statements
for further discussion.

Pension and Postretirement Benefit Plans



We sponsor and/or contribute to pension, postretirement health care and life
insurance benefits for eligible employees. Our reported costs of providing
pension and other postretirement benefits, as described in Note 14 - Employee
Benefit Plans, to the Consolidated Financial Statements, are dependent upon
numerous factors including the provisions of the plans, changing employee
demographics, rate of return on plan assets and other economic conditions, and
various actuarial calculations, assumptions, and accounting mechanisms. As a
result of these factors, significant portions of pension and other
postretirement benefit costs recorded in any period do not reflect (and are
generally greater than) the actual benefits provided to plan participants. Due
to the complexity of these calculations, the long-term nature of the
obligations, and the importance of the assumptions utilized, the determination
of these costs is considered a critical accounting estimate.

Assumptions

Key actuarial assumptions utilized in determining these costs include:

• Discount rates used in determining the future benefit obligations;

• Expected long-term rate of return on plan assets; and




• Mortality assumptions.


We review these assumptions on an annual basis and adjust them as necessary. The assumptions are based upon market interest rates, past experience and management's best estimate of future economic conditions.



We set the discount rate using a yield curve analysis, which projects benefit
cash flows into the future and then discounts those cash flows to the
measurement date using a yield curve. This is done by constructing a
hypothetical bond portfolio whose cash flow from coupons and maturities matches
the year-by-year projected benefit cash flow from our plans. Based on this

                                       50
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analysis as of December 31, 2019, our discount rate on the NorthWestern Corporation pension plan is 3.10% and on the NorthWestern Energy pension plan is 3.20%.



In determining the expected long-term rate of return on plan assets, we review
historical returns, the future expectations for returns for each asset class
weighted by the target asset allocation of the pension and postretirement
portfolios, and long-term inflation assumptions. Our expected long-term rate of
return on assets assumptions are 3.45% and 4.49% on the NorthWestern Corporation
and NorthWestern Energy pension plan, respectively, for 2020.

Cost Sensitivity

The following table reflects the sensitivity of pension costs to changes in certain actuarial assumptions (in thousands):


                                                                                      Impact on Projected
Actuarial Assumption             Change in Assumption     Impact on Pension Cost      Benefit Obligation
Discount rate increase                     0.25  %       $              (1,759 )     $           (23,476 )
Discount rate decrease                    (0.25 )%                       1,843                    24,793
Rate of return on plan assets
increase                                   0.25  %                      (1,280 )                     N/A
Rate of return on plan assets
decrease                                  (0.25 )%                       1,280                       N/A



Accounting Treatment

We recognize the funded status of each plan as an asset or liability in the
Consolidated Balance Sheets. Differences between actuarial assumptions and
actual plan results are deferred and are recognized into earnings only when the
accumulated differences exceed 10% of the greater of the projected benefit
obligation or the market-related value of plan assets, which reduces the
volatility of reported pension costs. If necessary, the excess is amortized over
the average remaining service period of active employees.

Due to the various regulatory treatments of the plans, our Consolidated
Financial Statements reflect the effects of the different rate making principles
followed by the jurisdictions regulating us. Pension costs in Montana and other
postretirement benefit costs in South Dakota are included in rates on a pay as
you go basis for regulatory purposes. Pension costs in South Dakota and other
postretirement benefit costs in Montana are included in rates on an accrual
basis for regulatory purposes. Regulatory assets have been recognized for the
obligations that will be included in future cost of service.

Income Taxes



Judgment and the use of estimates are required in developing the provision for
income taxes and reporting of tax-related assets and liabilities. Deferred
income tax assets and liabilities represent the future effects on income taxes
from temporary differences between the bases of assets and liabilities for
financial reporting and tax purposes. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to reverse. The
probability of realizing deferred tax assets is based on forecasts of future
taxable income and the availability of tax planning strategies that can be
implemented, if necessary, to realize deferred tax assets. We establish a
valuation allowance when it is more likely than not that all, or a portion of, a
deferred tax asset will not be realized. Exposures exist related to various tax
filing positions, which may require an extended period of time to resolve and
may result in income tax adjustments by taxing authorities. We have reduced
deferred tax assets or established liabilities based on our best estimate of
future probable adjustments related to these exposures. On a quarterly basis, we
evaluate exposures in light of any additional information and make adjustments
as necessary to reflect the best estimate of the future outcomes. As of
December 31, 2019, we had approximately $182 million of consolidated NOLs prior
to consideration of unrecognized tax benefits to offset federal taxable income
in future years. We believe our deferred tax assets and established liabilities
are appropriate for estimated exposures; however, actual results may differ
significantly from these estimates.

The interpretation of tax laws involves uncertainty. Ultimate resolution of
income tax matters may result in favorable or unfavorable impacts to net income
and cash flows and adjustments to tax-related assets and liabilities could be
material. The uncertainty and judgment involved in the determination and filing
of income taxes is accounted for by prescribing a minimum recognition threshold
that a tax position is required to meet before being recognized in the
Consolidated Financial Statements. We recognize tax positions that meet the
more-likely-than-not threshold as the largest amount of tax benefit that is
greater than 50 percent likely of being realized upon ultimate settlement with a
taxing authority that has full knowledge of all relevant information. We have
unrecognized tax benefits of approximately $35.1 million as of December 31,
2019. The resolution of tax

                                       51
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matters in a particular future period could have a material impact on our provision for income taxes, results of operations and our cash flows.

Qualifying Facilities Liability



Our electric QF liability consists of unrecoverable costs associated with
contracts covered under PURPA that are part of a 2002 stipulation with the MPSC
and other parties. Under the terms of these contracts, we are required to
purchase minimum amounts of energy at prices ranging from $63 to $136 per MWH
through June 2029. Our estimated gross contractual obligation is approximately
$630.8 million through June 2029. A portion of the costs incurred to purchase
this energy is recoverable through rates, totaling approximately $508.2 million
through June 2029. We maintain an electric QF liability based on the net present
value (discounted at 7.75%) of the difference between our estimated obligations
under the QFs and the fixed amounts recoverable in rates.

The liability was established based on certain assumptions and projections over
the contract terms related to pricing, estimated output and recoverable amounts.
Since the liability is based on projections over the next several years, actual
output, changes in pricing, contract amendments and regulatory decisions
relating to these facilities could significantly impact the liability and our
results of operations in any given year. In assessing the liability each
reporting period, we compare our assumptions to actual results and make
adjustments as necessary for that period.

One of the contracts contains variable pricing terms, which exposes us to price
escalation risks. The estimated annual escalation rate for this contract is a
key assumption and is based on a combination of historical actual results and
market data available for future projections. In recording the electric QF
liability, we estimated an annual escalation rate of 3% over the remaining term
of the contract (through June 2024). The actual escalation rate changes
annually, which could significantly impact the liability and our results of
operations.


                            NEW ACCOUNTING STANDARDS

See Note 2 - Significant Accounting Policies, to the Consolidated Financial Statements, included in Item 8 herein for a discussion of new accounting standards.


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