The following includes a discussion of our results of operations and cash flows
for the year ended December 31, 2021 compared to the year ended December 31,
2020, 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, 2020
compared with the year ended December 31, 2019, 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, 2020  .

This discussion should be read in conjunction with 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.

Non-GAAP Financial Measure



The following discussion includes financial information prepared in accordance
with GAAP, as well as another financial measure, Utility 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 Utility Margin as Operating Revenues less
fuel, purchased supply and direct transmission expense (exclusive of
depreciation and depletion) as presented in our Consolidated Statements of
Income. This measure differs from the GAAP definition of Gross Margin due to the
exclusion of Operating and maintenance, Property and other taxes, and
Depreciation and depletion expenses, which are presented separately in our
Consolidated Statements of Income. The following discussion includes a
reconciliation of Utility Margin to Gross Margin, the most directly comparable
GAAP measure.

Management believes that Utility 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, Utility 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 Utility Margin measure may not be comparable to that
of other companies' presentations or more useful than the GAAP information
provided elsewhere in this report.

OVERVIEW

NorthWestern Corporation, doing business as NorthWestern Energy, provides
electricity and/or natural gas to approximately 753,600 customers in Montana,
South Dakota Nebraska, and Yellowstone National Park. As you read this
discussion and analysis, refer to our Consolidated Statements of Income, which
present the results of our operations for 2021, 2020 and 2019. 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. The energy landscape is changing and we are committed to meeting the
changing demands of our customers through continued investment to enhance
reliability, security and safety, grid modernization, and integrate even more
renewables, while meeting our growing demand for capacity. We are focused on
delivering long-term shareholder value through:

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

•Investing in and integrating supply resources that balance reliability, cost, capacity, and sustainability considerations with more predictable long-term commodity prices.


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•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.



In 2021, approximately 56 percent of our retail needs originated from
carbon-free resources, compared to approximately 40 percent for the total U.S.
electric power industry. In December 2019, we announced a commitment to reduce
the carbon intensity of our electric energy portfolio for Montana by 90 percent
by 2045 as compared with our 2010 carbon intensity as a baseline. Since 2010, we
have already reduced the carbon intensity of our energy generation in Montana by
more than 50 percent. Further, as part of our continued efforts in environmental
stewardship, we are developing a comprehensive company-wide carbon reduction
plan we intend to announce during 2022. Our vision for the future builds on the
progress we have made, including our hydroelectric system in Montana, which is
100 percent carbon free and is readily available capacity. For us, wind
generation is a close second and continues to grow. While utility-scale solar
energy has not been a significant portion of our energy mix today, we recently
entered into two 80-megawatt solar power purchase agreements with two projects
that are expected to begin delivering energy to our Montana customers in 2022.
We expect solar to further evolve along with advances in energy storage. We are
committed to working with our customers and communities to help them achieve
their sustainability goals and add new technology on our system.


        HOW WE PERFORMED IN 2021 COMPARED TO OUR 2020 RESULTS



Consolidated net income in 2021 was $186.8 million as compared with $155.2
million in 2020. This increase was primarily due to higher Montana transmission
loads and rates, favorable weather, higher commercial demand as compared to the
prior period which was impacted by COVID-19 pandemic related shutdowns, the
prior period disallowance of supply costs, and a favorable electric QF liability
adjustment as compared with the prior period, partly offset by higher operating
costs, non-recoverable Montana electric supply costs, and income tax expense.

                                                                 Year Ended December 31, 2021 vs. 2020
                                                       Income Before            Income Tax
                                                       Income Taxes          Benefit (Expense)         Net Income
                                                                             (in millions)
Year ended December 31, 2020                         $        144.2          $         11.0          $     155.2
Items increasing (decreasing) net income:
Higher Montana electric transmission revenue                   25.1                    (6.4)                18.7
Higher electric retail volumes                                 17.1                    (4.3)                12.8
Prior period disallowance of supply costs                       9.4                    (2.4)                 7.0
Electric QF liability adjustment                                4.4                    (1.1)                 3.3
Higher Montana natural gas volumes                              1.3                    (0.3)                 1.0
Higher income tax expense                                         -                    (2.1)                (2.1)
Higher operating costs impacting net income                   (15.0)                    3.8                (11.2)

Higher depreciation and depletion                              (7.8)                    2.0                 (5.8)

Higher non-recoverable Montana electric supply costs           (5.3)                    1.3                 (4.0)
Other                                                          16.8                    (4.9)                11.9
Year ended December 31, 2021                         $        190.2          $         (3.4)         $     186.8
Change in Net Income                                                                                 $      31.6




                                       38

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       SIGNIFICANT TRENDS AND REGULATION


Electric Resource Planning - Montana



A shortage of critical 24/7 power capacity resources is jeopardizing reliability
in the Western United States. The accredited capacity of our Montana portfolio
of owned and long-term contracted electric generation resources covered
approximately 70 percent of our 2021 peak electric requirements, with the
remaining capacity shortfall, including reserve margin, covered through market
purchases. A significant number of base-load generation facilities in the state
and region have been retired or are scheduled to be retired in the next several
years, which may impair grid and customer service reliability and increase
volatility in market prices. Accordingly, our continued exposure to market
purchases is an increasing risk to the availability and affordability of service
for our Montana customers.

Future Integrated Resource Planning - We expect to submit an updated integrated
resource plan by the end of 2022 or early 2023, followed by an all-source
competitive solicitation request for capacity available in 2026. Due to the
significant impact of our ownership in Colstrip Unit 4 to the capacity available
in our portfolio, the outcome in the arbitration amongst the co-owners (See Note
18 - Commitments and Contingencies) may affect the timing of the submission of
this plan.

We remain concerned regarding an overall lack of capacity in the region and our
resource adequacy deficit in the near term based on our projections of load by
2025, as a risk to customer reliability and affordability. As such, in addition
to the 300 MWs (325 MWs nameplate) of accredited capacity additions resulting
from the prior integrated resource plan as discussed below, we have reduced our
exposure to our projected 725 MW shortfall of accredited capacity by 2025
through a combination of executing short and medium term cost-competitive
agreements for 225 MWs of existing capacity in the region. We also expect to
have an incremental 200 MWs of capacity resource additions in this period
through a combination of new and renewed QF contracts and increases to the
forecasted capacity accreditation of existing intermittent resources. This
reduction of risk in the near term allows for clarity on the Colstrip
arbitration, further development in the western markets, and ongoing
technological changes.

January 2020 Request for Proposal (RFP) - To help meet our critical power capacity and peak demands, as a result of our all-source competitive solicitation request for long-term capacity resources we entered into contracts for 325 MWs of dispatchable capacity resources. These contracts include:



•A 5-year power purchase agreement for 100 MWs of firm capacity and energy
products originating predominately from the British Columbia Hydro system
starting in January 2023 (Powerex Transaction);
•A 20-year agreement to purchase capacity and ancillary services produced from
the 50 MW Beartooth Battery project near Billings, Montana, expected to be
online by late 2023 or early 2024; and
•Contracts for the construction of a nameplate capacity 175 MW natural gas-fired
generation plant in Montana, at a cost of approximately $275 million, including
AFUDC, which we will own.

We initially filed an application with the MPSC for advanced approval to
construct the 175 MW generation plant in Montana. We subsequently made the
difficult decision to withdraw our application in order to meet the targeted
commercial operation date of the plant. The upheaval in the construction market
and, specifically, timely availability of critical components and escalating
labor and construction costs due to the COVID-19 pandemic, necessitates the
flexibility to expend capital and make commercial decisions in advance of the
timeline established by the MPSC approval docket. The schedule is expected to
allow the plant to serve our Montana customers during the 2023-2024 winter
season.

On October 21, 2021, the Montana Environmental Information Center and the Sierra
Club filed a lawsuit in Montana State Court, against the Montana Department of
Environmental Quality (MTDEQ) and us, alleging the environmental review of our
Yellowstone County plant site project was unlawful. This lawsuit could delay the
project if the Montana State Court were to require a full Environmental Impact
Study regarding the project, set aside the air quality permit granted for the
Yellowstone County project, or determine that the underlying environmental
statute violates the Montana Constitutional guarantee of a "clean and healthful
environment."

On December 21, 2021, we filed an application with the MPSC for preapproval of
the Beartooth Battery agreement as a new capacity resource. This agreement is
contingent upon MPSC approval of our application. The MPSC has not yet
established a procedural schedule in this docket but we anticipate an MPSC
decision in the fourth quarter of 2022. Our application is subject to the risk
of the District Court agreeing with the plaintiffs in the litigation challenging
the constitutionality of the preapproval statute.


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Electric Resource Supply - South Dakota

Construction on our new Bob Glanzer Generating Station is nearing completion. The 58 MW natural gas plant in Huron, South Dakota is expected to be online early in the second quarter of 2022 with total construction costs of approximately $80 million ($77.8 million incurred through December 31, 2021).



During the third quarter of 2021, we discontinued our plans to build a 30-40 MW
natural gas plant near Aberdeen, South Dakota. Originally expected to be a $60
million project to be in service early in 2024, we were experiencing significant
increases in estimated construction cost as a result of global supply chain
challenges. As a result of the project discontinuance, we recorded a $1.6
million pre-tax charge for the write-off of preliminary construction costs. Our
energy resource plans continue to identify portfolio requirements including
potential investments resulting from a completed competitive solicitation
process in South Dakota. We expect to file an updated integrated resource plan
in late 2022.

Impact of Fuel and Purchase Power Costs



Montana PCCAM - In April 2021, we submitted a filing with the MPSC requesting
approval to increase the PCCAM Base forecasted costs used to develop rates for
the recovery of electric power costs by approximately $17 million, or
potentially a greater increase to reflect current market prices and new capacity
contracts. On June 29, 2021, the MPSC approved our request for interim rates
reflecting the $17 million increase, subject to refund. The Montana Consumer
Counsel (MCC) filed a motion arguing that the PCCAM Base cannot be updated
except in a general rate case and asked the MPSC to dismiss the application. On
October 5, 2021, the MPSC voted to grant the MCC's motion to dismiss and on
December 2, 2021, the MPSC issued a final order dismissing our application.

In 2021, PCCAM costs exceeded base revenues by approximately $54.1 million,
which are allocated 90% to Montana customers and 10% to shareholders. As a
result, we deferred $48.7 million of costs during 2021 to be collected from
customers (90% of the costs above base) and recorded a reduction in pre-tax
earnings of $5.4 million (10% of the variance). These increased costs are not
reflected in customer bills and recovered until the subsequent power cost
adjustment year, adversely affecting our cash flows and liquidity. We expect to
address an adjustment to the PCCAM base in our upcoming Montana electric general
rate filing.

Regulatory Update

General Rate Filing - Rate cases are necessary to recover the cost of providing
safe, reliable service, while contributing to earnings growth and achieving our
financial objectives. We regularly review the need for electric and natural gas
rate relief in each state in which we provide service. We anticipate making a
Montana electric general rate filing (2021 test year) in mid-2022.

FERC Financial Audit - We are subject to FERC's jurisdiction and regulations
with respect to rates for electric transmission service in interstate commerce
and electricity sold at wholesale rates, the issuance of certain securities, and
incurrence of certain long-term debt, among other things. The Division of Audits
and Accounting in the Office of Enforcement of FERC has initiated a routine
audit of NorthWestern Corporation for the period of January 1, 2018 to the
present to evaluate our compliance with FERC accounting and financial reporting
requirements. We have responded to several sets of data requests as part of the
audit process. An audit report has not yet been received from FERC, but is
expected during the first quarter of 2022. Management is unable to predict the
outcome or timing of the final resolution of the audit.

Supply Chain Challenges



We place significant reliance on our third-party business partners to supply
materials, equipment and labor necessary for us to operate our utility and
reliably serve current customers and future customers. As a result of current
macroeconomic conditions, both nationally and globally, we have recently
experienced issues with our supply chain for materials and components used in
our operations and capital project construction activities. Issues include
higher prices, scarcities/shortages, longer fulfillment times for orders from
our suppliers, workforce availability, and wage increases. Should these
conditions continue, we could have difficulty completing the operations
activities necessary to serve our customers safely and reliably, and/or
achieving our capital investment program, which ultimately could result in
higher customer utility rates, longer outages, and could have a material adverse
impact on our business, financial condition and operations.

See "Electric Resource Supply - South Dakota" section above for discussion of
supply chain challenges that have already impacted our business activities.
Also, as we developed our forecast of capital expenditures, we estimate that
these supply chain challenges have, thus far, increased our 2022 capital spend
by approximately 2 percent, and it may go higher.


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Financing Activities



We anticipate financing our ongoing maintenance and capital programs with a
combination of cash flows from operations,
first mortgage bonds and equity issuances. See "Liquidity and Capital Resources"
for additional information regarding our debt and equity financing activities.
Financing plans are subject to change, depending on capital expenditures,
regulatory outcomes, internal cash generation, market conditions and other
factors.

Fire Mitigation



With changing weather conditions which include more significant wind events,
drought conditions, and warmer air temperatures, we do not consider the fire
season specific to a time of year, but rather a condition that may exist at any
time of year. Each year's weather conditions impact these situations
differently: early season rains encourage plant growth which fuels fires later
in the growing season, and winters with little snow leave dry plant material
available for late season fires. The threat is not only in forested areas, where
insect infestations and resulting tree death has been severe, but across the
entire system including rural areas where grassland fires could be ignited,
along with urban areas where extreme weather conditions pose a great risk to
heavily populated areas.

Recognizing the risk of significant wildfires in Montana, we are proactively
seeking to mitigate wildfire risk through development of a comprehensive Fire
Mitigation Plan addressing four key areas: situational awareness, operational
practices, system assessment repair and hardening programs, and public safety
and communications. This plan builds upon several key initiatives that were
initiated and executed over the past several years including our transmission
and distribution system infrastructure programs and our hazard tree removal
program. Because of ever-increasing wildfire risk, our plan includes greater
focus on situational awareness to monitor changing environmental conditions,
operational practices that are more reactive to changing conditions, increased
frequency of patrol and repairs, and more robust system hardening programs that
target higher risk segments in our transmission and distribution systems. We
expect to include a request for costs associated with the plan in our 2022
Montana electric rate filing.
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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 and electric generation infrastructure investment plan, are as follows (in millions):


                     [[Image Removed: nwe-20211231_g7.jpg]]

Electric Supply Resource Plans - Our energy resource plans identify portfolio
resource requirements including potential investments. As a result of a
competitive solicitation process in Montana, we have included approximately $275
million of capital in our projections above to construct a 175 MW natural gas
plant to be on line during the 2023 or 2024 winter season.

Distribution and Transmission Modernization and Maintenance - The primary goals
of our infrastructure investments 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 replacing these assets while
also evaluating the implementation of additional technologies to prepare the
overall system for smart grid applications. Beginning in 2021, and continuing
through 2025, we expect to install automated metering infrastructure in Montana
at a total cost of approximately $125 million, of which, $100 million remains
and is reflected in the five year capital forecast above.


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       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 utility margin by segment.

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.

Fuel, purchased supply and direct transmission expenses are costs directly
associated with the generation and procurement of electricity and natural gas.
Among the most significant of these costs are those associated with fuel,
purchased power, natural gas supply, and transmission expense. These costs are
generally collected in rates from customers and may fluctuate substantially with
market prices and customer usage.

Operating and maintenance expenses are costs associated with the ongoing
operation of our vertically-integrated utility facilities which provide electric
and natural gas utility products and services to our customers. Among the most
significant of these costs are those associated with direct labor and
supervision, repair and maintenance expenses, and contract services. These costs
are normally fairly stable across broad volume ranges and therefore do not
normally increase or decrease significantly in the short term with increases or
decreases in volumes.

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       OVERALL CONSOLIDATED RESULTS


Year Ended December 31, 2021 Compared with Year Ended December 31, 2020



Consolidated net income in 2021 was $186.8 million as compared with $155.2
million in 2020, an increase of $31.6 million. As described in more detail
below, this increase was primarily due to higher Montana transmission loads and
rates, favorable weather, higher commercial demand as compared to the prior
period due to the COVID-19 pandemic related shutdowns, the prior period
disallowance of supply costs, and a favorable electric QF liability adjustment
as compared with the prior period, partly offset by higher operating costs,
non-recoverable Montana electric supply costs, and income tax expense.

Consolidated gross margin in 2021 was $377.7 million as compared with $330.3
million in 2020, an increase of $47.4 million, or 14.4 percent. This increase
was primarily due to higher Montana transmission loads and rates, favorable
weather, higher commercial demand as compared to the prior period due to the
COVID-19 pandemic related shutdowns, the prior period disallowance of supply
costs, a favorable electric QF liability adjustment as compared with the prior
period, and lower property and other taxes, partly offset by higher operating
and maintenance expense, depreciation and depletion, and Montana non-recoverable
electric supply costs.

                                                     Electric                          Natural Gas                            Total
                                               2021              2020             2021             2020              2021               2020
                                                                                       (in millions)
Reconciliation of gross margin to utility
margin:
Operating Revenues                         $ 1,052.2          $ 940.8          $ 320.1          $ 257.9          $ 1,372.3          $ 1,198.7
Less: Fuel, purchased supply and direct
transmission expense (exclusive of
depreciation and depletion shown
separately below)                              294.8            236.6            130.7             69.6              425.5              306.2
Less: Operating and maintenance                156.4            149.2             51.9             53.8              208.3              203.0
Less: Property and other taxes                 134.9            140.6             38.5             38.9              173.4              179.5
Less: Depreciation and depletion               154.6            148.0             32.8                31.7           187.4              179.7
Gross Margin                                   311.5            266.4             66.2             63.9              377.7              330.3
Operating and maintenance                      156.4            149.2             51.9             53.8              208.3              203.0
Property and other taxes                       134.9            140.6             38.5             38.9              173.4              179.5
Depreciation and depletion                     154.6            148.0             32.8             31.7              187.4              179.7
Utility Margin(1)                          $   757.4          $ 704.2          $ 189.4          $ 188.3          $   946.8          $   892.5

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



                                                    Year Ended December 31,
                                          2021          2020        Change      % Change
                                                         (in millions)
             Utility Margin
             Electric                  $   757.4      $ 704.2      $ 53.2          7.6  %
             Natural Gas                   189.4        188.3         1.1          0.6

             Total Utility Margin(1)   $   946.8      $ 892.5      $ 54.3          6.1  %

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

Consolidated utility margin in 2021 was $946.8 million as compared with $892.5 million in 2020, an increase of $54.3 million, or 6.1 percent.


                                       44
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Primary components of the change in utility margin include the following (in
millions):
                                                                          Utility Margin
                                                                           2021 vs. 2020
Utility Margin Items Impacting Net Income
Higher transmission rates and demand due to market conditions and
pricing and the recognition of approximately $4.7 million of
deferred interim revenues                                            $                 25.1
Higher electric retail volumes                                                         17.1
Prior period MPSC disallowance of supply costs                                          9.4
Electric QF liability adjustment                                                        4.4
Higher natural gas retail volumes                                                       1.3

Higher non-recoverable Montana electric supply costs compared to the prior period

                                                                           (5.3)
Reduction of rates from the step down of our Montana gas production
assets                                                                                 (1.2)

Other                                                                                   5.1
Change in Utility Margin Impacting Net Income                                          55.9

Utility Margin Items Offset Within Net Income
Property taxes recovered in revenue, offset in property tax expense                    (4.8)

Higher revenue from lower production tax credits, offset in income tax expense

                                                                             2.5

Gas production taxes recovered in revenue, offset in property and other taxes

                                                                             0.5

Operating expenses recovered in revenue, offset in operating and maintenance expense

                                                                     0.2

Change in Items Offset Within Net Income                                               (1.6)
Increase in Consolidated Utility Margin(1)                           $                 54.3


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



Higher electric retail volumes were driven by warmer summer weather in both
Montana and South Dakota, customer growth, and increased commercial volume as
compared to the prior year due to the COVID-19 pandemic related shutdowns,
partly offset by warmer overall winter weather in Montana and South Dakota. The
higher natural gas retail volumes were due to improved Montana commercial
volumes as compared to the prior year due to the COVID-19 pandemic related
shutdowns and customer growth, partly offset by overall warmer weather in all
jurisdictions. In addition, the favorable adjustment to our electric QF
liability (unrecoverable costs associated with PURPA contracts as part of a 2002
stipulation with the MPSC and other parties) reflects a $7.5 million gain in
2021, as compared with a $3.1 million gain for the same period in 2020, due to
the combination of:

•A $2.6 million favorable reduction in costs for the current contract year to
record the annual adjustment for actual output and pricing as compared with a
$0.9 million favorable reduction in costs in the prior period;
•A negative adjustment, increasing the QF liability by $2.1 million, reflecting
annual actual contract price escalation, which was more than previously
estimated, compared to a favorable adjustment of $2.2 million in the prior year
due to lower actual price escalation; and
•A favorable adjustment of approximately $7.0 million decreasing the QF
liability associated with a one-time clarification in contract term.

                                                                            

Year Ended December 31,


                                                        2021                2020              Change               % Change
                                                                                   (in millions)
Operating Expenses (excluding fuel, purchased
supply and direct transmission expense)
Operating and maintenance                           $    208.3          $   203.0          $     5.3                      2.6  %
Administrative and general                               101.9               94.1                7.8                      8.3
Property and other taxes                                 173.4              179.5               (6.1)                    (3.4)
Depreciation and depletion                               187.5              179.6                7.9                      4.4
                                                    $    671.1          $   656.2          $    14.9                      2.3  %


                                       45

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Consolidated operating and maintenance expenses were $208.3 million in 2021, as
compared with $203.0 million in 2020. Primary components of the change include
the following (in millions):
                                                                                Operating & Maintenance
                                                                                       Expenses
                                                                           

2021 vs. 2020 Operating & Maintenance Expenses Impacting Net Income Higher maintenance at our electric generation facilities

                       $                  4.6

Higher labor and benefits expenses due to increased compensation and medical costs

                                                                                             4.7
Write off of preliminary construction costs                                                       1.6

Other                                                                                             0.5
Change in Items Impacting Net Income                                                             11.4

Operating & Maintenance Expenses Offset Within Net Income Pension and other postretirement benefits, offset in other income

                                (6.3)
Operating expenses recovered in trackers, offset in revenue                                       0.2

Change in Items Offset Within Net Income                                                         (6.1)
Increase in Operating and Maintenance Expenses                                 $                  5.3



The write off of preliminary construction costs is associated with the 30-40MW flexible natural gas plant near Aberdeen, South Dakota.



Consolidated administrative and general expense was $101.9 million in 2021, as
compared with $94.1 million in 2020. Primary components of the change include
the following (in millions):
                                                                               Administrative & General
                                                                                       Expenses
                                                                           

2021 vs. 2020 Administrative & General Expenses Impacting Net Income Higher technology implementation and maintenance expenses


   $                  2.4
Higher litigation expenses                                                                        2.0
Higher insurance expenses                                                                         1.5

Higher labor and benefits expenses due to increased compensation and medical costs

                                                                                             1.0
Decrease in uncollectible accounts expense                                                       (4.5)

Other                                                                                             1.2
Change in Items Impacting Net Income                                                              3.6

Administrative & General Expenses Offset Within Net Income Non-employee directors deferred compensation, offset in other income

                              4.2
Change in Items Offset Within Net Income                                                          4.2
Increase in Administrative & General Expenses                                  $                  7.8



Uncollectible accounts expense decreased due to collections of previously
written off amounts in the current period. In the second quarter of 2020, we
voluntarily suspended service disconnections for non-payment, to help customers
who may be financially impacted by the COVID-19 pandemic.

Property and other taxes were $173.4 million in 2021, as compared with $179.5
million in 2020. This decrease was primarily due to lower estimated property
valuations in Montana partly offset by plant additions.

Depreciation and depletion expense was $187.5 million in 2021, as compared with $179.6 million in 2020. This increase was primarily due to plant additions.


                                       46
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Consolidated operating income in 2021 was $275.7 million as compared with $236.2
million in 2020. This increase was primarily driven by higher Montana
transmission loads and rates, favorable weather, higher commercial demand as
compared to the prior period due to the COVID-19 pandemic related shutdowns, the
prior period disallowance of supply costs, a favorable electric QF liability
adjustment as compared with the prior period, and lower property and other
taxes, partly offset by higher operation and maintenance expense, depreciation
expense, and administrative and general expense.

Consolidated interest expense in 2021 was $93.7 million, as compared with $96.8
million in 2020. This decrease was primarily due to higher capitalization of
AFUDC and lower FERC deferrals, partly offset by higher borrowings.

Consolidated other income in 2021 was $8.3 million, as compared with $4.9
million in 2020. This increase was primarily due to higher capitalization of
AFUDC and higher interest income, partly offset by $2.1 million in items offset
in operating expenses. Items offset in operating expenses include a $6.3 million
increase in pension expenses and a $4.2 million increase in the value of
deferred shares held in trust for non-employee directors deferred compensation.

Consolidated income tax expense in 2021 was $3.4 million, as compared to an
income tax benefit of $11.0 million in 2020. Our effective tax rate for the
twelve months ended December 31, 2021 was 1.8 percent as compared with (7.6)
percent for the same period of 2020. We currently estimate our effective tax
rate will range between 0.0 percent to 3.0 percent in 2022. The effective tax
rate is expected to gradually increase to approximately 15 percent by 2026.

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


                                                                               Year Ended December 31,
                                                                      2021                                  2020
Income Before Income Taxes                              $     190.3                             $ 144.2

Income tax calculated at federal statutory rate                40.0               21.0  %          30.3               21.0  %

Permanent or flow through adjustments:
State income, net of federal provisions                         0.4                0.1             (1.5)              (1.1)
Flow-through repairs deductions                               (21.9)             (11.5)           (23.8)             (16.5)
Production tax credits                                        (11.5)              (6.1)           (13.1)              (9.1)
Plant and depreciation of flow through items                   (0.9)              (0.6)             0.1                0.1
Amortization of excess deferred income taxes (DIT)             (0.6)              (0.3)            (1.0)              (0.7)
Prior year permanent return to accrual adjustments              0.0                0.0             (1.7)              (1.2)

Other, net                                                     (2.1)              (0.8)            (0.3)              (0.1)
                                                              (36.6)             (19.2)           (41.3)             (28.6)

Income Tax Expense (Benefit)                            $       3.4                1.8  %       $ (11.0)              (7.6) %


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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, and the impact of regulatory mechanisms.
•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, which is also reflected in
fuel, purchased supply and direct transmission expense and therefore has minimal
impact on utility margin. The amortization of these amounts are offset in retail
revenue.
•Transmission: Reflects transmission revenues regulated by the FERC.
•Wholesale and other are largely utility margin neutral as they are offset by
changes in fuel, purchased supply and direct transmission expense.

Year Ended December 31, 2021 Compared with Year Ended December 31, 2020



                                            Revenues                                 Change                                 Megawatt Hours (MWH)                                 Avg. Customer Counts
                                     2021                2020                $                   %                    2021                         2020                   2021                          2020
                                                                                       (in thousands)
Montana                         $   334,581          $ 320,792          $  13,789                  4.3  %             2,729                          2,635               311,922                         307,390
South Dakota                         65,429             66,603             (1,174)                (1.8)                 571                            583                50,805                          50,646
  Residential                       400,010            387,395             12,615                  3.3                3,300                          3,218               362,727                         358,036
Montana                             356,669            338,269             18,400                  5.4                3,176                          3,036                71,605                          70,145
South Dakota                        102,475            101,095              1,380                  1.4                1,092                          1,073                12,795                          12,802
Commercial                          459,144            439,364             19,780                  4.5                4,268                          4,109                84,400                          82,947
Industrial                           37,866             36,819              1,047                  2.8                2,448                          2,615                    77                              78
Other                                32,084             31,833                251                  0.8                  175                            173                 6,333                           6,333
Total Retail Electric           $   929,104          $ 895,411          $  33,693                  3.8  %            10,191                         10,115               453,537                         447,394
Regulatory amortization              34,395            (11,455)            45,850               (400.3)
Transmission                         82,628             51,539             31,089                 60.3
Wholesale and Other                   6,055              5,320                735                 13.8
Total Revenues                  $ 1,052,182          $ 940,815          $ 111,367                 11.8  %
Fuel, purchased supply and
direct transmission expense(1)      294,820            236,581             58,239                 24.6
Utility Margin(2)               $   757,362          $ 704,234          $  53,128                  7.5  %


(1) Exclusive of depreciation and depletion.
(2) Non-GAAP financial measure. See "Non-GAAP Financial Measure" above. Also see
"Overall Consolidated Results" above for reconciliation of gross margin to
utility margin.

                                                          Cooling Degree Days                                                 2021 as compared with:
                                     2021                      2020                  Historic Average                  2020                      Historic Average
Montana                              635                        398                         417                     60% warmer                      52% warmer
South Dakota                        1,034                       879                         733                     18% warmer                      41% warmer




                                                           Heating Degree Days                                                 2021 as compared with:
                                     2021                       2020                  Historic Average                 2020                      Historic Average
Montana                             7,217                      7,304                        7,557                    1% warmer                      4% warmer
South Dakota                        6,758                      7,445                        7,696                    9% warmer                      12% warmer


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The following summarizes the components of the changes in electric utility margin for the years ended December 31, 2021 and 2020 (in millions):

Utility Margin


                                                                                  2021 vs. 2020
Utility Margin Items Impacting Net Income
Higher transmission rates and demand due to market conditions and pricing
and the recognition of approximately $4.7 million of deferred interim
revenues                                                                    $                 25.1
Higher retail volumes                                                                         17.1
Prior period disallowance of supply costs                                                      9.4
QF liability adjustment                                                                        4.4
Higher non-recoverable Montana electric supply costs compared to the prior
period                                                                                        (5.3)

Other                                                                                          3.3
Change in Utility Margin Impacting Net Income                                                 54.0

Utility Margin Items Offset Within Net Income
Property taxes recovered in revenue, offset in property tax expense                           (4.0)

Higher revenue from lower production tax credits, offset in income tax expense

                                                                                        2.5

Operating expenses recovered in revenue, offset in operating and maintenance expense

                                                                            0.6

Change in Items Offset Within Net Income                                                      (0.9)
Increase in Utility Margin(1)                                               $                 53.1


(1) Non-GAAP financial measure. See "Non-GAAP Financial Measure" above. Also see "Overall Consolidated Results" above for reconciliation of gross margin to utility margin.



Higher electric retail volumes were driven by warmer summer weather in both
Montana and South Dakota, customer growth, and increased commercial volume as
compared to the prior year due to the COVID-19 pandemic related shutdowns,
partly offset by warmer overall winter weather in Montana and South Dakota. The
favorable adjustment to our electric QF liability (unrecoverable costs
associated with PURPA contracts as part of a 2002 stipulation with the MPSC and
other parties) reflects a $7.5 million gain in 2021, as compared with a $3.1
million gain for the same period in 2020, due to the combination of:

•A $2.6 million favorable reduction in costs for the current contract year to
record the annual adjustment for actual output and pricing as compared with a
$0.9 million favorable reduction in costs in the prior period;
•A negative adjustment, increasing the QF liability by $2.1 million, reflecting
annual actual contract price escalation, which was more than previously
estimated, compared to a favorable adjustment of $2.2 million in the prior year
due to lower actual price escalation; and
•A favorable adjustment of approximately $7.0 million decreasing the QF
liability associated with a one-time clarification in contract term.

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 utility margin. Our wholesale and other revenues are largely utility margin neutral as they are offset by changes in fuel, purchased supply and direct transmission expenses.


                                       49
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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, and the impact of regulatory mechanisms.
•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
fuel, purchased supply and direct transmission expenses and therefore has
minimal impact on utility margin. The amortization of these amounts are offset
in retail revenue.
•Wholesale: Primarily represents transportation and storage for others.

Year Ended December 31, 2021 Compared with Year Ended December 31, 2020



                                       Revenues                               Change                                Dekatherms                                 Avg. Customer Counts
                                2021               2020                $                 %                  2021                  2020                  2021                          2020
                                                                            (in thousands)
Montana                     $ 126,043          $ 103,457            22,586               21.8  %           13,885                 13,893               179,637                         177,335
South Dakota                   26,596             21,547             5,049               23.4               2,834                  2,993                41,079                          40,612
Nebraska                       20,964             16,861             4,103               24.3               2,480                  2,561                37,603                          37,576
Residential                   173,603            141,865            31,738               22.4              19,199                 19,447               258,319                         255,523
Montana                        64,681             51,349            13,332               26.0               7,446                  7,166                24,927                          24,497
South Dakota                   19,131             14,316             4,815               33.6               2,744                  3,003                 6,896                           6,895
Nebraska                       11,371              8,066             3,305               41.0               1,755                  1,784                 4,963                           4,974
Commercial                     95,183             73,731            21,452               29.1              11,945                 11,953                36,786                          36,366
Industrial                      1,134                840               294               35.0                 135                    122                   229                             231
Other                           1,417                923               494               53.5                 187                    152                   166                             153
Total Retail Gas            $ 271,337          $ 217,359          $ 53,978               24.8  %           31,466                 31,674               295,500                         292,273
Regulatory amortization        12,048              5,043             7,005              138.9
Wholesale and other            36,749             35,453             1,296                3.7
Total Revenues              $ 320,134          $ 257,855          $ 62,279               24.2  %
Fuel, purchased supply and
direct transmission
expense(1)                    130,728             69,609            61,119               87.8
Utility Margin(2)           $ 189,406          $ 188,246          $  1,160                0.6  %


(1) Exclusive of depreciation and depletion.
(2) Non-GAAP financial measure. See "Non-GAAP Financial Measure" above. Also see
"Overall Consolidated Results" above for reconciliation of gross margin to
utility margin.

                                                           Heating Degree Days                                                 2021 as compared with:
                                     2021                       2020                  Historic Average                 2020                      Historic Average
Montana                             7,390                      7,505                        7,775                    2% warmer                      5% warmer
South Dakota                        6,758                      7,445                        7,696                    9% warmer                      12% warmer
Nebraska                            5,632                      5,676                        6,354                    1% warmer                      11% warmer



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The following summarizes the components of the changes in natural gas utility margin for the years ended December 31, 2021 and 2020 (in millions):

Utility Margin


                                                                              2021 vs. 2020
Utility Margin Items Impacting Net Income
Higher retail volumes                                                   $                  1.3

Reduction of rates from the step down of our Montana gas production assets

                                                                                    (1.2)
Other                                                                                      1.8
Change in Utility Margin Impacting Net Income                                              1.9

Utility Margin Items Offset Within Net Income
Property taxes recovered in revenue, offset in property tax expense                       (0.8)

Operating expenses recovered in revenue, offset in operating and maintenance expense

                                                                       (0.4)

Gas production taxes recovered in revenue, offset in property and other taxes

                                                                                      0.5
Change in Items Offset Within Net Income                                                  (0.7)
Increase in Utility Margin(1)                                           $                  1.2


(1) Non-GAAP financial measure. See "Non-GAAP Financial Measure" above. Also see "Overall Consolidated Results" above for reconciliation of gross margin to utility margin.

Higher retail volumes were driven by improved Montana commercial volumes as compared to the prior year due to the COVID-19 pandemic related shutdowns and customer growth, partly offset by overall warmer weather in all jurisdictions.

Our wholesale and other revenues are largely utility margin neutral as they are offset by changes in fuel, purchased supply and direct transmission expenses.









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        LIQUIDITY AND CAPITAL RESOURCES


Liquidity



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, existing
borrowing capacity, debt and equity issuances and future rate increases should
be sufficient to fund our operations, service existing debt, pay dividends, and
fund capital expenditures (excluding strategic growth opportunities). We plan to
maintain a 50 - 55 percent debt to total capital ratio excluding finance leases,
and expect to continue targeting a long-term dividend payout ratio of 60 - 70
percent of earnings per share; however, there can be no assurance that we will
be able to meet these targets.

As of December 31, 2021, our total net liquidity was approximately $79.8
million, including $2.8 million of cash, $77.0 million of revolving credit
facility availability with no letters of credit outstanding. In addition, our
liquidity was further enhanced by the forward equity sale agreements noted
below, which could have been physically settled with common shares in exchange
for cash of $286.1 million.

Cash Flows

The primary sources and uses of cash and cash equivalents are summarized in the following condensed statement of cash flows for 2021 and 2020 (in millions):

Year Ended December 31,


                                                                        2021                  2020
Operating Activities
Net income                                                         $      186.8          $     155.2
Non-cash adjustments to net income                                        187.5                174.3
Changes in working capital                                               (120.6)                48.1
Other noncurrent assets and liabilities                                   (33.7)               (25.5)
Cash Provided by Operating Activities                                     220.0                352.1

Investing Activities
Property, plant and equipment additions                                  (434.3)              (405.8)

Investment in equity securities                                            (1.5)                   -
Cash Used in Investing Activities                                        (435.8)              (405.8)

Financing Activities
Proceeds from issuance of common stock, net                               196.2                    -
Issuance of long-term debt                                                 99.9                150.0
(Repayments) issuances of short-term borrowings                          (100.0)               100.0
Dividends on common stock                                                (128.5)              (120.4)
Line of credit borrowings (repayments), net                               151.0                (67.0)
Financing costs                                                            (0.9)                (2.6)
Other                                                                      (0.2)                (1.3)
Cash Provided by Financing Activities                                     217.5                 58.7

Net Increase in Cash, Cash Equivalents, and Restricted Cash        $        1.7          $       5.0
Cash, Cash Equivalents, and Restricted Cash, beginning of period   $       17.1          $      12.1
Cash, Cash Equivalents, and Restricted Cash, end of period         $       18.8          $      17.1



Operating Activities

Cash provided by operating activities totaled $220.0 million for the year ended
December 31, 2021 as compared with $352.1 million during 2020. This decrease in
operating cash flows is primarily due to a $122.3 million ($80.0 million from
                                       52
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electric operations and $42.3 million from natural gas operations) net increase
in under collection of energy supply costs from customers in the current period,
which includes costs incurred during a February 2021 prolonged cold weather
event, the under-collected position of Montana's PCCAM, and a refund of
approximately $20.5 million to our FERC regulated customers and approximately
$6.1 to our Montana electric retail customers. These reductions were offset in
part by an improvement in net income.

As of December 31, 2021, we have under collected our supply costs recovered
through tracking mechanisms by approximately $97.8 million. We have various
regulatory mechanisms that support our recovery of the energy supply costs
incurred by our utilities. Through these mechanisms and the regulatory
agreements for recovery of the costs incurred during the February 2021 cold
weather event, we anticipate recovering a significant portion of these costs
during 2022, improving our cash flows from operations. Conversely, a prolonged
spike in energy market prices in our operating jurisdictions, which could be
caused by further extreme weather events, could create additional costs with
deferred recovery that would offset these anticipated cash flow improvements.

Investing Activities



Cash used in investing activities totaled $435.8 million during the year ended
December 31, 2021, as compared with $405.8 million during 2020. Plant additions
during 2021 include capital maintenance additions of approximately $314.1
million, and capacity related capital expenditures of approximately $120.2
million. Plant additions during 2020 included capital maintenance additions of
approximately $269.5 million, and capacity related capital expenditures of
approximately $136.3 million. As discussed above in the "Significant
Infrastructure Investments and Initiatives" section, our capital expenditures
are forecasted to increase to $582 million in 2022.

Financing Activities



Cash provided by financing activities totaled $217.5 million during 2021 as
compared with $58.7 million during 2020. During 2021, the increase in cash
provided by financing activities reflected the transactions noted below, which
were undertaken primarily to fund capital expenditures in excess of our cash
from operations, while maintaining our credit ratings.

We issue debt and equity securities from time to time to refinance retiring debt
maturities, reduce balances on our revolving credit facilities, fund capital
expenditure programs, maintain credit ratings, and for other general corporate
purposes.

In March 2021, we issued and sold $100 million aggregate principal amount of
Montana First Mortgage Bonds (the bonds) at a fixed interest rate of 1.00%
maturing in March 26, 2024. The net proceeds were used to repay in full our
outstanding $100 million term loan that was due April 2, 2021. We may redeem
some or all of the bonds at any time in whole, or from time
to time in part, at our option, on or after March 26, 2022, at a redemption
price equal to 100% of the principal amount of the
bonds to be redeemed, plus accrued and unpaid interest on the principal amount
of the bonds being redeemed to, but excluding,
the redemption date. The bonds are secured by our electric and natural gas
assets in Montana and Wyoming.

In April 2021, we entered into an Equity Distribution Agreement with BofA
Securities, Inc., CIBC World Markets Corp, Credit Suisse Securities (USA) LLC,
and J.P. Morgan Securities LLC, collectively the sales agents, pursuant to which
we may offer and sell shares of our common stock from time to time, having an
aggregate gross sales price of up to $200.0 million, through an At-the-Market
(ATM) offering program, including an equity forward sales component. This is a
three-year agreement, expiring on February 11, 2024. During the three months
ended December 31, 2021, we issued 46,723 shares of our common stock under the
ATM program at an average price of $58.49, for net proceeds of $2.7 million,
which is net of sales commissions and other fees paid of less than $0.1 million.
During the twelve months ended December 31, 2021, we issued 1,966,117 shares of
our common stock under the ATM program at an average price of $63.81, for net
proceeds of $124.2 million, which is net of sales commissions and other fees
paid of approximately $1.3 million. We do not expect to utilize the ATM program
during 2022.

In November 2021, we entered into forward equity agreements in connection with a
completed $373.8 million public offering of approximately 7.0 million shares of
our common stock. The initial forward agreement was for 6.1 million shares with
an additional 0.9 million shares exercised at the option of the banking
counterparty. Of the total 7.0 million shares of common stock offered, we
initially sold 1.4 million shares, for $75.0 million in gross proceeds, directly
to the underwriters in the offering, with cash proceeds received at closing.

At December 31, 2021, the forward agreements could have been settled with physical delivery of approximately 5.6 million common shares to the banking counterparty in exchange for cash of $286.1 million. The forward instruments could have also


                                       53
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been settled at December 31, 2021, with delivery of approximately $24.4 million
of cash or approximately 0.4 million shares of common stock to the counterparty,
if we unilaterally elected to net cash or net share settlement, respectively.

The forward price used to determine amounts due at settlement is calculated
based on the November 2021 public offering price for our common stock of $53.50,
net of underwriting discount, for an initial forward settlement price of
$51.895, per share. The initial forward settlement price is increased for the
overnight bank funding rate, less a spread of 0.75 percent and less expected
dividends on our common stock during the period the instruments are outstanding.

We may settle the agreements at any time up to the maturity date of February 28,
2023. Depending on settlement timing, if we elect to physically settle by
delivering shares of common stock, cash proceeds are expected to be
approximately $269.8 million to $286.1 million. Forward equity instruments were
recognized within stockholders' equity at fair value at the execution of the
agreements and will not be subsequently adjusted until settlement.

Cash Requirements and Capital Resources



The Company believes its cash flows from operations, existing borrowing
capacity, debt and equity issuances and future rate increases should be
sufficient to satisfy its material cash requirements over the short-term and the
long-term. As a rate-regulated utility our customer rates are generally
structured to recover expected operating costs, with an opportunity to earn a
return on our invested capital. This structure supports timely recovery for many
our operating expenses, although there are situations where the timing of our
cash outlays results in increased working capital requirements. Due to the
seasonality of our utility business, our short-term working capital requirements
typically peak during the coldest winter months and warmest summer months when
we cover the lag between when purchasing energy supplies and when customers pay
for these costs. Our credit facilities may also be utilized for funding cash
requirements during seasonally active construction periods, with peak activity
during warmer months. Our cash requirements also include a variety of
contractual obligations as outlined below in the "Contractual Obligations and
Other Commitments" section.

Our material cash requirements are also related to investment in our business
through our capital expenditure program, which is discussed above in the
"Significant Infrastructure Investments and Initiatives" section. Our capital
expenditures are forecasted to increase to $582 million in 2022, $563 million in
2023, and $465 million in 2024. We anticipate funding capital expenditures
through cash flows from operations, available credit sources, debt and equity
issuances and future rate increases. The actual amount of capital expenditures
is subject to certain factors including the impact that a material change in
operations or available financing could impact our current liquidity and ability
to fund capital resource requirements. Events such as these could cause us to
defer a portion of our planned capital expenditures, as necessary. To fund our
strategic growth opportunities we evaluate the additional capital need in
balance with, debt capacity and equity issuances that would be intended to allow
us to maintain investment grade ratings.

Credit Facilities



Liquidity is generally provided by internal cash flows and the use of our
unsecured revolving credit facilities. This includes the $425 million Credit
Facility and a $25 million revolving credit facility to provide swingline
borrowing capability. We utilize availability under our revolving credit
facilities to manage our cash flows due to the seasonality of our business and
to fund capital investment. Cash on hand in excess of current operating
requirements is generally used to invest in our business and reduce borrowings.

Our $425 million Credit Facility was entered into in September 2020 and has a
maturity date of September 2, 2023. The Credit Facility includes uncommitted
features that allow us to request up to two one-year extensions to the maturity
date and increase the size by an additional $75 million with the consent of the
lenders. The Credit Facility does not amortize and is unsecured. Borrowings may
be made at interest rates equal to the Eurodollar rate, plus a margin of 112.5
to 175.0 basis points, or a base rate, plus a margin of 12.5 to 75.0 basis
points. A total of ten banks participate in the facility, with no one bank
providing more than 13 percent of the total availability.

The following table presents additional information about borrowings under our revolving credit facilities during the year ended December 31, 2021 (in millions):



Amount outstanding at year end        $ 373.0
Daily average amount outstanding      $ 260.3
Maximum amount outstanding            $ 373.0
Minimum amount outstanding            $ 171.0


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As of February 4, 2022, our availability under our revolving credit facilities was approximately $112.0 million, and there were no letters of credit outstanding.

Long-term Debt and Equity



We generally issue long-term debt to refinance other long-term debt maturities
and borrowings under our revolving credit facilities, as well as to fund
long-term capital investments and strategic opportunities. We do not have any
long-term debt maturities in 2022.

We generally issue equity securities to fund long-term investment in our business. We evaluate our equity issuance needs to support our plan to maintain a 50 - 55 percent debt to total capital ratio excluding finance leases.



As described above, during 2021 we entered into a three-year ATM equity offering
program whereby we can offer to sell up to $200.0 million of common shares.
During 2021 we raised nearly $125 million under the program, but do not
anticipate needing to issue equity through this program in 2022. We also
initiated a public offering of $373.8 million of our common stock in November
2021. We received approximately $75 million of cash proceeds for a portion of
this offering and entered into forward equity agreements for the balance of the
shares. We may settle the forward sale agreements at any time up to the maturity
date of February 28, 2023. We anticipate physically settling these agreements to
meet our equity capital needs for 2022. Depending on settlement timing, if we
physically settle by delivering our shares of common stock, cash proceeds are
expected to be approximately $269.8 million to $286.1 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 4, 2022, our current ratings with these agencies are as follows:
           Senior Secured Rating      Senior Unsecured Rating        Commercial Paper        Outlook
Fitch                A                           A-                         F2               Stable
Moody's             A3                          Baa2                     Prime-2            Negative
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.


                                       55
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Contractual Obligations and Other Commitments



We have a variety of contractual obligations and other commitments that require
payment of cash at certain specified periods. With the exception of maturities
of long-term debt, we anticipate funding these obligations through cash flows
from operations. The following table summarizes our contractual cash obligations
and commitments as of December 31, 2021. See additional discussion in Note 18 -
Commitments and Contingencies to the Consolidated Financial Statements.
                                     Total                2022                2023                2024               2025               2026             Thereafter
                                                                                            (in thousands)

Long-term debt(1)                $ 2,552,660          $       -          $   517,660          $ 100,000          $ 300,000          $ 105,000          $ 1,530,000
Finance leases                        14,772              2,875                3,099              3,337              3,596              1,865                    -
Estimated pension and other
postretirement obligations(2)         58,805             12,775               11,658             11,658             11,357             11,357                     N/A
Qualifying facilities
liability(3)                         466,872             80,355               82,452             75,113             60,360             55,393              113,199
Supply and capacity contracts(4)   2,640,393            283,212              269,700            221,758            219,443            172,227           

1,474,053


Contractual interest payments on
debt(5)                            1,480,783             88,457               86,270             79,760             70,791             64,701           

1,090,804


Commitments for significant
capital projects(6)                  268,372            192,239               69,533              6,600                  -                  -          $         -
Total Commitments(7)             $ 7,482,657          $ 659,913          $ 1,040,372          $ 498,226          $ 665,547          $ 410,543          $ 4,208,056

___________________________



(1)Represents cash payments for long-term debt and excludes $11.2 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 $64 to $136 per MWH through 2029. Our estimated gross contractual
obligation related to these QFs is approximately $466.9 million. A portion of
the costs incurred to purchase this energy is recoverable through rates
authorized by the MPSC, totaling approximately $388.4 million.
(4)We have entered into various purchase commitments, largely purchased power,
electric transmission, coal and natural gas supply and natural gas
transportation contracts (exclusive of the qualifying facilities liability
discussed above). These commitments range from one to 24 years and exclude
contract payments associated with the Beartooth Battery agreement, which is
subject to approval by the MPSC. The energy supply costs incurred under these
contracts are generally recoverable through rate mechanisms approved by the
MPSC, as further described in Note 3 - Regulatory Matters.
(5)Contractual interest payments include our revolving credit facilities, which
have a variable interest rate. We have assumed an average interest rate of 1.35
percent on the outstanding balance through maturity of the facilities.
(6)Represents significant firm purchase commitments for construction of planned
capital projects.
(7)The table above excludes potential tax payments related to uncertain tax
positions as they are not practicable to estimate. Additionally, the table above
excludes reserves for environmental remediation (See Note 18 - Commitments and
Contingencies) and asset retirement obligations (AROs) (see Note 6 - Asset
Retirement Obligations) as the amount and timing of cash payments may be
uncertain.

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       CRITICAL ACCOUNTING 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 have identified the policies and related procedures below that contain
accounting estimates that involve a significant level of estimation uncertainty
and have had or are reasonably likely to have a material impact on our financial
condition or results of operations.

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
analysis as of December 31, 2021, our discount rate on the NorthWestern
Corporation pension plan is 2.65 percent and on the NorthWestern Energy pension
plan is 2.75 percent.
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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 3.01 percent and 4.17 percent on the
NorthWestern Corporation and NorthWestern Energy pension plan, respectively, for
2022.

Cost Sensitivity

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


                                                                                 Impact on              Impact on Projected
Actuarial Assumption (1)                      Change in Assumption             Pension Cost             Benefit Obligation
Discount rate increase                                        0.25  %       $         (2,232)         $            (23,069)
Discount rate decrease                                       (0.25) %                  2,415                        24,377
Rate of return on plan assets
increase                                                      0.25  %                 (1,670)                             N/A
Rate of return on plan assets
decrease                                                     (0.25) %                  1,670                              N/A


(1) Reflects sensitivity to the period pension cost only and excludes the $11.3
million settlement charge during 2021, which was associated with the partial
pension annuitization described in Note 14 - Employee Benefit Plans.

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 percent 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. 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 $32.0 million as of December 31,
2021. The resolution of tax matters in a particular future period could have a
material impact on our provision for income taxes, results of operations and our
cash flows. See Note 12 - Income Taxes to the Consolidated Financial Statements
for further discussion.
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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 $64 to $136 per MWH
through June 2029. Our estimated gross contractual obligation is approximately
$466.9 million through June 2029. A portion of the costs incurred to purchase
this energy is recoverable through rates, totaling approximately $388.4 million
through June 2029. We maintain an electric QF liability based on the net present
value (discounted at 7.75 percent) 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 percent 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. See Note 18 - Commitments and Contingencies to the Consolidated
Financial Statements for further discussion.

                            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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