Non-GAAP Financial Measure



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

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

                                           OVERVIEW



NorthWestern Corporation, doing business as NorthWestern Energy, provides
electricity and/or natural gas to approximately 743,000 customers in Montana,
South Dakota, Nebraska and Yellowstone National Park. For a discussion of
NorthWestern's business strategy, 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.

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

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

•Continually improving our operating efficiency. Financial discipline is essential to earning our authorized return on invested capital and maintaining a strong balance sheet, stable cash flows, and quality credit ratings.

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



As you read this discussion and analysis, refer to our Condensed Consolidated
Statements of Income, which present the results of our operations for the three
and nine months ended September 30, 2021 and 2020.

                                       27
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                   HOW WE PERFORMED AGAINST OUR THIRD QUARTER 2020 RESULTS


                                                                             Three Months Ended
                                                                         September 30, 2021 vs. 2020
                                                                                     Income Tax
                                                             Income Before           (Expense)
                                                             Income Taxes             Benefit              Net Income
                                                                                  (in millions)
Third Quarter 2020                                          $       26.8          $         2.7          $      29.5
Items increasing (decreasing) net income:
Higher Montana electric transmission revenue                        10.1                   (2.6)                 7.5
Higher electric retail volumes                                       8.4                   (2.1)                 6.3
Higher income tax expense                                              -                   (2.1)                (2.1)
Higher operating, general, and administrative
expenses impacting net income                                       (5.0)                   1.3                 (3.7)

Higher depreciation and depletion                                   (2.8)                   0.7                 (2.1)
Lower Montana electric supply cost recovery                         (2.1)                   0.5                 (1.6)
Electric QF liability adjustment                                    (1.3)                   0.3                 (1.0)
Lower Montana natural gas volumes                                   (0.6)                   0.2                 (0.4)
Other                                                                4.2                   (1.4)                 2.8
Third Quarter 2021                                          $       37.7          $        (2.5)         $      35.2
Change in Net Income                                                                                     $       5.7


Consolidated net income for the three months ended September 30, 2021 was $35.2
million as compared with $29.5 million for the same period in 2020. This
increase was primarily driven by higher Montana transmission loads and rates and
warmer summer weather, partly offset by higher operating costs, lower supply
cost recovery, an unfavorable QF liability adjustment compared with the prior
period, and higher income tax expense.

                              SIGNIFICANT TRENDS AND REGULATION



Electric Resource Planning - Montana



We are currently 630 MW short of our peak needs and we cover the shortfall
through market purchases. Absent resource additions, we forecast that our
portfolio will be 725 MW short by 2025, considering expiring contracts and a
modest increase in customer demand. We issued an all-source competitive
solicitation request in January 2020 for up to 280 MWs of peaking and flexible
capacity to be available for commercial operation in late 2023 or early 2024
(the January 2020 request for proposal (RFP)). Further, we expect to issue
additional all-source competitive solicitation requests during 2022.

Initial bids for the January 2020 RFP were received in July 2020. A third-party
RFP Administrator evaluated the bids
with the following portfolio of projects selected:

•Laurel Generating Station - the construction of a 175 MW natural gas-fired
generation plant near Laurel, Montana, at a cost of approximately $275 million,
including Allowance for Funds Used During Construction (AFUDC), which we will
own;
•Beartooth Battery - A 20-year agreement to purchase capacity and ancillary
services produced from a 50 MW battery energy storage facility that will be
constructed in Yellowstone County, Montana; and
•Powerex Transaction - a 5-year power purchase agreement for 100 MWs of capacity
and energy products originating predominately from hydroelectric resources.

On May 19, 2021, we filed an application with the MPSC for advanced approval to
acquire the Laurel Generating Station and Beartooth Battery agreement as new
capacity resources. These resources, together with the Powerex Transaction, will
help address our identified capacity shortage. The Powerex Transaction, was not
included in the application for advanced approval filed with the MPSC. Recent
upheaval in the construction market and, specifically, timely availability of
critical components and escalating labor and construction costs, has
necessitated the flexibility to expend capital and make commercial decisions in
                                       28
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advance of the timeline established by the MPSC advanced approval docket.
Accordingly, we withdrew our application on September 23, 2021 and intend to
seek approval from the MPSC to place the Laurel Generating Station in rate base
through a future filing. We currently intend to file a separate application for
advanced approval of the Beartooth Battery agreement.

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
Laurel Generating Station project was unlawful. This lawsuit could delay the
Laurel project if the Court were to require a full Environmental Impact Study
regarding the project, set aside the air quality permit granted for the Laurel
Generating Station, or determine that the underlying environmental statute
violates the Montana Constitutional guarantee of a "clean and healthful
environment."

Electric Resource Supply - South Dakota



Our energy resource plans identify portfolio requirements including potential
investments resulting from a completed competitive solicitation process in South
Dakota. Our estimated capital expenditures discussed in our Annual Report on
Form 10-K for the year ended December 31, 2020 within the Management's
Discussion and Analysis of Financial Condition and Results of Operations section
includes approximately $60 million for a 30-40 MW flexible natural gas plant
near Aberdeen, South Dakota, which was expected to be in service in early 2024.
During the third quarter of 2021, we decided to discontinue our plans to build
this project as a result of significant increases in estimated construction cost
as a result of global supply chain challenges. As a result of the project
discontinuance, we recorded a $1.2 million pre-tax charge in the three months
ended September 30, 2021, for the write-off of preliminary construction costs.

Construction continues for a 60 MW reciprocating internal combustion engine
project in Huron, South Dakota. The project is expect to be online in early 2022
with total construction costs of approximately $80 million (approximately $40
million invested in 2020).

Regulatory Update

We will not make a general rate case filing in any of our regulatory jurisdictions during 2021. We have recently filed several other regulatory filings, primarily in our Montana jurisdiction, including:



•An April 15, 2021 filing of a motion requesting to delay the implementation of
our fixed cost recovery mechanism pilot in our Montana jurisdiction for another
year until July 2022 or beyond, due to the continued uncertainties created by
the COVID-19 pandemic. On June 29, 2021, the MPSC granted our motion and issued
a final order denying reconsideration on September 15, 2021; and
•An April 21, 2021 filing requesting approval to increase the PCCAM Base
forecasted costs used to develop rates for the recovery of electric power costs
through our PCCAM 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 implementing our request for interim rates
reflecting the $17 million increase, subject to refund. The 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 we await the final written order.

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 within the
next six months. Management is unable to predict the outcome or timing of the
final resolution of the audit.

February Cold Weather Event



The February 2021 prolonged cold spell resulted in record winter peak demand for
electricity and natural gas. The broad reach of this event across the United
States and other market factors resulted in an extreme price excursion for
purchased power and natural gas. In our South Dakota and Nebraska service
territories, natural gas costs for the month of February 2021 exceeded the total
cost for all of 2020. Fuel and purchased power costs in these jurisdictions are
recovered through fuel adjustment clauses. We've incorporated the liquidity
impacts into our overall 2021 financing plans.

The Nebraska Public Service Commission (NPSC) opened a docket on March 2, 2021
to investigate the effect of this cold weather event on natural gas supply. In
this docket, we proposed recovery of our costs for February 13, 2021 to February
18,
                                       29
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2021 over a two-year period, which was subsequently approved by the NPSC on May
11, 2021, and a regulatory asset of approximately $26.0 million was recorded for
these costs, with a remaining balance of $25.2 million as of September 30, 2021.

The South Dakota Public Utilities Commission issued an order allowing recovery
of natural gas costs for the same time period over a one-year period, effective
March 2, 2021. A regulatory asset of approximately $22.0 million was recorded
for these costs, with a remaining balance of $17.7 million as of September 30,
2021.

COVID-19 Pandemic and Global Economic Recovery



The COVID-19 pandemic has had widespread impacts on people, economies,
businesses and financial markets. Beginning in March 2020, the pandemic and
resulting economic conditions began impacting our business operations and
financial results. Our 2020 financial results were impacted by lower sales
volumes, an increase in reserves for uncollectible accounts and an increase in
interest expense, partly offset by lower operating, general and administrative
expenses. We have experienced improving conditions in our service territories
during 2021, that have positively impacted our business as compared to 2020. The
ultimate impact of the pandemic on our financial results for 2021 and beyond
depends on the evolving landscape of the pandemic and the public health
responses to contain it, as well as the substance and pace of the macroeconomic
recovery. If health conditions deteriorate or the economic recovery stalls, it
could have the result of lower demand for electricity and natural gas, as well
as reduced ability of various customers, contractors, suppliers and other
business partners to fulfill their obligations or provide the services we seek
to support our business operations. These impacts could have a material adverse
effect on our results of operations, financial condition and prospects. In
addition, the Biden administration is seeking to require large companies like us
to have all of our employees vaccinated or undergo weekly COVID testing.
Complying with either a vaccine mandate or weekly testing requirements (if there
are even enough testing kits available) could be difficult and costly and it is
possible that some employees may choose to leave employment over a vaccine or
testing requirement.

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 economic
conditions and issues 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.

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.



In March 2021, we issued and sold $100.0 million aggregate principal amount of
Montana First Mortgage Bonds at a fixed interest rate of 1.00% maturing on March
26, 2024. The net proceeds were used to repay in full our outstanding $100.0
million one-year term loan that was due April 2, 2021.

In April 2021, we entered into an Equity Distribution Agreement 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 ATM program,
including an equity forward sales component. During the three months ended
September 30, 2021, we issued 1,040,085 shares of our common stock at an average
price of $63.13, for net proceeds of $64.8 million. During the nine months ended
September 30, 2021, we issued 1,919,394 shares of our common stock at an average
price of $63.94, for net proceeds of $121.1 million. We expect a total of
approximately $200.0 million of equity proceeds during 2021 to support our
current capital program and maintain and protect our credit ratings. Financing
plans are subject to change, depending on capital expenditures, regulatory
outcomes, internal cash generation, market conditions and other factors.


                                    RESULTS OF OPERATIONS



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




                                       30
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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.

OVERALL CONSOLIDATED RESULTS

Three Months Ended September 30, 2021 Compared with the Three Months Ended September 30, 2020



Consolidated net income for the three months ended September 30, 2021 was $35.2
million as compared with $29.5 million for the same period in 2020. This
increase was primarily driven by higher Montana transmission loads and rates and
warmer summer weather, partly offset by higher operating costs, higher Montana
electric supply costs, an unfavorable QF liability adjustment compared with the
prior period, and higher income tax expense.
Consolidated operating revenues for the three months ended September 30, 2021
were $326.0 million as compared with $280.7 million for the same period in 2020.
Consolidated gross margin for the three months ended September 30, 2021 was
$227.3 million as compared with $212.6 million for the same period in 2020, an
increase of $14.7 million.
                                                         Electric                        Natural Gas                         Total
                                                   2021             2020            2021            2020             2021             2020
                                                                                    (dollars in millions)
Reconciliation of operating revenue to gross
margin:
Operating Revenues                              $ 287.5          $ 244.2          $ 38.5          $ 36.5          $ 326.0          $ 280.7
Cost of Sales                                      89.4             61.2             9.3             6.9             98.7             68.1

Gross Margin(1)                                 $ 198.1          $ 183.0          $ 29.2          $ 29.6          $ 227.3          $ 212.6

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



                                        Three Months Ended September 30,
                                  2021                 2020        Change      % Change
                                             (dollars in millions)
Gross Margin
Electric                $      198.1                 $ 183.0      $ 15.1          8.3  %
Natural Gas                     29.2                    29.6        (0.4)        (1.4)

Total Gross Margin(1)   $      227.3                 $ 212.6      $ 14.7          6.9  %

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

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


                                       31
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                                                                           Gross Margin 2021 vs. 2020
Gross Margin Items Impacting Net Income
Montana electric transmission revenue                                    $                      10.1
Electric retail volumes                                                                          8.4
Montana electric supply cost recovery                                                           (2.1)
Electric QF liability adjustment                                                                (1.3)
Natural gas retail volumes                                                                      (0.6)

Other                                                                                            0.4
Change in Gross Margin Impacting Net Income                                                     14.9
Gross Margin Items Offset Within Net Income
Property taxes recovered in revenue, offset in property tax expense                             (1.3)

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

                                                                                            0.2

Operating expenses recovered in revenue, offset in operating expense

                      0.3

Production tax credits reducing revenue, offset in income tax expense

                      0.6
Change in Gross Margin Items Offset Within Net Income                                           (0.2)
Increase in Consolidated Gross Margin(1)                                 $                      14.7


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



Consolidated gross margin increased $14.7 million, including a $14.9 million
increase from items impacting net income and a $0.2 million decrease from items
offset within net income.

The change in consolidated gross margin for items impacting net income includes the following:



•Higher Montana transmission rates and higher demand to transmit energy across
our transmission lines due to market conditions and pricing;
•An increase in electric retail revenue due to warmer summer weather, overall
customer growth, and increased commercial volume as compared to the prior year
due to the COVID-19 pandemic related shutdowns;
•Higher Montana electric supply costs as compared with the prior period;
•An unfavorable adjustment to our electric QF liability (unrecoverable costs
associated with Public Utility Regulatory Policies Act of 1978 (PURPA) contracts
as part of a 2002 stipulation with the MPSC and other parties) associated with a
one-time clarification in contract term; and
•A decrease in gas volumes due to warmer summer weather, partly offset by
customer growth.

                                                                           

Three Months Ended September 30,


                                                         2021                 2020              Change                % Change
                                                                                 (dollars in millions)
Operating Expenses (excluding cost of sales)
Operating, general and administrative               $       80.9          $    73.3          $      7.6                     10.4  %
Property and other taxes                                    43.6               45.3                (1.7)                    (3.8)
Depreciation and depletion                                  47.1               44.3                 2.8                      6.3
                                                    $      171.6          $   162.9          $      8.7                      5.3  %


                                       32

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Consolidated operating, general and administrative expenses were $80.9 million
for the three months ended September 30, 2021, as compared with $73.3 million
for the three months ended September 30, 2020. Primary components of the change
include the following (in millions):
                                                                                Operating, General &
                                                                                   Administrative
                                                                                      Expenses
                                                                           

2021 vs. 2020 Operating, General & Administrative Expenses Impacting Net Income Employee benefits

                                                               $             3.3
Technology implementation and maintenance                                                     1.8
Generation maintenance                                                                        1.3
Write-off of preliminary construction costs                                                   1.2
Travel and training                                                                           0.4
Uncollectible accounts                                                                       (2.7)
Other                                                                                        (0.3)
Change in Items Impacting Net Income                                                          5.0

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

                             1.2

Non-employee directors deferred compensation, offset in other income

                   1.1
Operating expenses recovered in trackers, offset in revenue                                   0.3

Change in Operating, General & Administrative Expense Items Offset Within Net Income

                                                                                        2.6
Increase in Operating, General & Administrative Expenses                        $             7.6



Consolidated operating, general and administrative expenses increased $7.6 million, including a $5.0 million increase from items impacting net income and a $2.6 million increase from items offset within net income.



The change in consolidated operating, general and administrative expenses for
items impacting net income includes the following:
•Higher employee benefit costs primarily due to higher compensation and medical
costs;
•Higher technology implementation and maintenance costs;
•Higher maintenance costs at our electric generation facilities;
•Higher costs due to the write-off of preliminary construction costs associated
with the 30-40MW flexible natural gas plant near Aberdeen, South Dakota;
•Higher travel and training costs; and
•Decreased uncollectible accounts 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. We subsequently resumed standard
disconnection processes in all of our operating jurisdictions in the third
quarter of 2020.

Property and other taxes were $43.6 million for the three months ended September
30, 2021, as compared with $45.3 million in the same period of 2020. This
decrease was due primarily to a decrease in estimated Montana state and local
taxes. We estimate property taxes throughout each year, and update those
estimates based on valuation reports received from the Montana Department of
Revenue. Under Montana law, we are allowed to track the increases in the actual
level of state and local taxes and fees and adjust our rates to recover the
increase between rate cases less the amount allocated to FERC-jurisdictional
customers and net of the associated income tax benefit.

Depreciation and depletion expense was $47.1 million for the three months ended
September 30, 2021, as compared with $44.3 million in the same period of 2020.
This increase was primarily due to plant additions.

Consolidated operating income for the three months ended September 30, 2021 was
$55.7 million as compared with $49.7 million in the same period of 2020. This
increase was primarily driven by higher Montana transmission loads and rates and
                                       33
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warmer summer weather, partly offset by higher operating costs, higher Montana
electric supply costs, and an unfavorable QF liability adjustment compared with
the prior period.

Consolidated interest expense was $23.3 million for the three months ended
September 30, 2021 as compared with $23.7 million for the same period of 2020.
This decrease was primarily due to higher capitalization of AFUDC, partly offset
by higher borrowings.

Consolidated other income was $5.3 million for the three months ended September
30, 2021 as compared to $0.8 million during the same period of 2020. This
increase includes approximately $2.3 million related to items offset in
operating, general and administrative expense with no impact to net income, and
higher capitalization of AFUDC. Items offset in operating, general and
administrative expense includes an approximately $1.1 million increase in the
value of deferred shares held in trust for non-employee directors deferred
compensation and a decrease in other pension expense of $1.2 million.

Consolidated income tax expense for the three months ended September 30, 2021
was $2.5 million as compared to an income tax benefit of $2.7 million in the
same period of 2020. Our effective tax rate for the three months ended September
30, 2021 was 6.6% as compared with (10.1)% for the same period in 2020. We
expect our effective tax rate to range between (2.5)% to 2.5% in 2021.

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

Three Months Ended September 30,


                                                                     2021                               2020
Income Before Income Taxes                               $   37.7                            $ 26.8

Income tax calculated at federal statutory rate               7.9              21.0  %          5.6              21.0  %

Permanent or flow-through adjustments:
State income tax, net of federal provisions                   0.4               1.1             0.0               0.2
Flow-through repairs deductions                              (3.5)             (9.2)           (4.2)            (15.7)
Production tax credits                                       (1.9)             (5.0)           (2.2)             (8.2)
Plant and depreciation of flow-through items                 (0.3)             (0.8)            0.1               0.4
Amortization of excess deferred income tax                   (0.1)             (0.3)           (0.2)             (0.8)
Share-based compensation                                     (0.1)             (0.2)              -                 -
Income tax return to accrual adjustment                       0.4               1.0            (1.7)             (6.5)
Other, net                                                   (0.3)             (1.0)           (0.1)             (0.5)
                                                             (5.4)            (14.4)           (8.3)            (31.1)

Income tax expense (benefit)                             $    2.5               6.6  %       $ (2.7)            (10.1) %



We compute income tax expense for each quarter based on the estimated annual
effective tax rate for the year, adjusted for certain discrete items. Our
effective tax rate typically differs from the federal statutory tax rate
primarily due to the regulatory impact of flowing through federal and state tax
benefits of repairs deductions, state tax benefit of accelerated tax
depreciation deductions (including bonus depreciation when applicable) and
production tax credits.

Nine Months Ended September 30, 2021 Compared with the Nine Months Ended September 30, 2020



Consolidated net income for the nine months ended September 30, 2021 was $135.5
million as compared with $101.7 million for the same period in 2020. This
increase was primarily driven by higher Montana transmission loads and rates, a
favorable electric QF liability adjustment as compared with the prior period,
favorable weather, and higher commercial demand as compared to the prior year
due to the COVID-19 pandemic related shutdowns, partly offset by higher Montana
electric supply costs, higher operating costs, depreciation expense, and income
tax expense.
Consolidated operating revenues for the nine months ended September 30, 2021
were $1,025.0 million as compared with $885.2 million for the same period in
2020. Consolidated gross margin for the nine months ended September 30, 2021 was
$713.8 million as compared with $664.8 million for the same period in 2020, an
increase of $49.0 million.
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                                                         Electric                         Natural Gas                           Total
                                                   2021             2020             2021             2020              2021              2020
                                                                                      (dollars in millions)
Reconciliation of operating revenue to gross
margin:
Operating Revenues                              $ 799.0          $ 706.7          $ 226.0          $ 178.5          $ 1,025.0          $ 885.2
Cost of Sales                                     218.8            173.3             92.4             47.1              311.2            220.4

Gross Margin(1)                                 $ 580.2          $ 533.4          $ 133.6          $ 131.4          $   713.8          $ 664.8

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



                                       Nine Months Ended September 30,
                                 2021                2020        Change      % Change
                                            (dollars in millions)
Gross Margin
Electric                $     580.2                $ 533.4      $ 46.8          8.8  %
Natural Gas                   133.6                  131.4         2.2          1.7

Total Gross Margin(1)   $     713.8                $ 664.8      $ 49.0          7.4  %

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

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


                                                                           Gross Margin 2021 vs. 2020
Gross Margin Items Impacting Net Income
Montana electric transmission revenue                                    $                      21.3
Electric retail volumes                                                                         18.1
Electric QF liability adjustment                                                                 4.8
Natural gas retail volumes                                                                       1.7
Montana electric supply cost recovery                                                           (4.3)
Montana natural gas production rates                                                            (0.8)
Other                                                                                            4.3
Change in Gross Margin Impacting Net Income                                                     45.1
Gross Margin Items Offset Within Net Income
Production tax credits reducing revenue, offset in income tax expense                            2.2

Property taxes recovered in revenue, offset in property tax expense

                      1.0

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

                                                                                            0.4

Operating expenses recovered in revenue, offset in operating expense

                      0.3
Change in Gross Margin Items Offset Within Net Income                                            3.9
Increase in Consolidated Gross Margin(1)                                 $                      49.0


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



Consolidated gross margin increased $49.0 million, including a $45.1 million
increase from items impacting net income and a $3.9 million increase from items
offset within net income.

The change in consolidated gross margin for items impacting net income includes the following:



•Higher Montana transmission rates, the recognition of approximately $4.7
million of deferred interim revenues, and higher demand to transmit energy
across our transmission lines due to market conditions and pricing;
•An increase in electric retail revenue driven by colder winter weather in
Montana, 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 winter weather in
South Dakota;
                                       35
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•A more favorable adjustment of our electric QF liability (unrecoverable costs
associated with PURPA contracts as part of a 2002 stipulation with the MPSC and
other parties) reflecting a $7.9 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 $7.4 million decreasing the QF
liability associated with a one-time clarification in contract term.
•An increase in natural gas volumes due to colder winter weather in our Montana
and Nebraska jurisdictions and customer growth, partly offset by warmer winter
weather in our South Dakota jurisdiction and warmer summer weather in all
jurisdictions;
•Higher Montana electric supply costs as compared with the prior period; and
•A reduction of rates from the step down of our Montana gas production assets.

                                                                           

Nine Months Ended September 30,


                                                         2021                2020              Change               % Change
                                                                                (dollars in millions)
Operating Expenses (excluding cost of sales)
Operating, general and administrative               $     238.9          $   224.0          $    14.9                      6.7  %
Property and other taxes                                  138.3              136.8                1.5                      1.1
Depreciation and depletion                                140.9              134.3                6.6                      4.9
                                                    $     518.1          $   495.1          $    23.0                      4.6  %



Consolidated operating, general and administrative expenses were $238.9 million
for the nine months ended September 30, 2021, as compared with $224.0 million
for the nine months ended September 30, 2020. Primary components of the change
include the following (in millions):
                                                                                  Operating, General &
                                                                                 Administrative Expenses
                                                                           

2021 vs. 2020 Operating, General & Administrative Expenses Impacting Net Income Employee benefits

                                                               $                  4.7
Generation maintenance                                                                             3.0
Technology implementation and maintenance                                                          2.4
Write-off of preliminary construction costs                                                        1.2
Uncollectible accounts                                                                            (7.1)
Other                                                                                              0.4
Change in Items Impacting Net Income                                                               4.6

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

                               6.4

Pension and other postretirement benefits, offset in other income

                        3.6
Operating expenses recovered in trackers, offset in revenue                                        0.3

Change in Operating, General & Administrative Expense Items Offset Within Net Income

                                                                                            10.3
Increase in Operating, General & Administrative Expenses                        $                 14.9



Consolidated operating, general and administrative expenses increased $14.9 million, including a $4.6 million increase from items impacting net income and a $10.3 million increase from items offset within net income.


                                       36
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The change in consolidated operating, general and administrative expenses for items impacting net income includes the following:



•Higher employee benefit costs primarily due to higher compensation and medical
costs;
•Higher maintenance costs at our electric generation facilities;
•Higher technology implementation and maintenance costs;
•Higher costs due to the write-off of preliminary construction costs associated
with the 30-40MW flexible natural gas plant near Aberdeen, South Dakota; and
•Decreased uncollectible accounts 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 $138.3 million for the nine months ended September
30, 2021, as compared with $136.8 million in the same period of 2020. This
increase was due primarily to an increase in Montana state and local taxes. We
estimate property taxes throughout each year, and update those estimates based
on valuation reports received from the Montana Department of Revenue. Under
Montana law, we are allowed to track the increases in the actual level of state
and local taxes and fees and adjust our rates to recover the increase between
rate cases less the amount allocated to FERC-jurisdictional customers and net of
the associated income tax benefit.

Depreciation and depletion expense was $140.9 million for the nine months ended
September 30, 2021, as compared with $134.3 million in the same period of 2020.
This increase was primarily due to plant additions.

Consolidated operating income for the nine months ended September 30, 2021 was
$195.7 million as compared with $169.7 million in the same period of 2020. This
increase was primarily driven by higher Montana transmission loads and rates, a
favorable electric QF liability adjustment as compared with the prior period,
favorable weather, and higher commercial demand as compared to the prior year
due to the COVID-19 pandemic related shutdowns, partly offset by higher Montana
electric supply costs, higher operating costs, and depreciation expense.

Consolidated interest expense was $70.3 million for the nine months ended
September 30, 2021 as compared with $72.3 million for the same period of 2020.
This decrease was primarily due to higher capitalization of AFUDC, partly offset
by higher borrowings.

Consolidated other income was $13.9 million for the nine months ended September
30, 2021 as compared to consolidated other expense of $1.0 million during the
same period of 2020. This increase includes approximately $10.0 million related
to items offset in operating, general and administrative expense with no impact
to net income and higher capitalization of AFUDC. Items offset in operating,
general and administrative expense include a $6.4 million increase in the value
of deferred shares held in trust for non-employee directors deferred
compensation and a decrease in other pension expense of $3.6 million.

Consolidated income tax expense for the nine months ended September 30, 2021 was
$3.9 million as compared to an income tax benefit of $5.2 million in the same
period of 2020. Our effective tax rate for the nine months ended September 30,
2021 was 2.8% as compared with (5.4)% for the same period in 2020. We expect our
effective tax rate to range between (2.5)% to 2.5% in 2021.

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


                                       37
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Nine Months Ended September 30,


                                                                      2021                               2020
Income Before Income Taxes                               $   139.4                            $ 96.4

Income tax calculated at federal statutory rate               29.3              21.0  %         20.3              21.0  %

Permanent or flow-through adjustments:
State income tax, net of federal provisions                    0.7               0.5             0.1               0.1
Flow-through repairs deductions                              (15.6)            (11.2)          (14.9)            (15.4)
Production tax credits                                        (8.4)             (6.1)           (7.6)             (7.8)
Plant and depreciation of flow-through items                  (0.8)             (0.6)            0.3               0.3
Amortization of excess deferred income tax                    (0.6)             (0.4)           (0.7)             (0.8)
Share-based compensation                                      (0.3)             (0.2)           (0.6)             (0.6)
Income tax return to accrual adjustment                        0.4               0.3            (1.7)             (1.8)
Other, net                                                    (0.8)             (0.5)           (0.4)             (0.4)
                                                             (25.4)            (18.2)          (25.5)            (26.4)

Income tax expense (benefit)                             $     3.9               2.8  %       $ (5.2)             (5.4) %



We compute income tax expense for each quarter based on the estimated annual
effective tax rate for the year, adjusted for certain discrete items. Our
effective tax rate typically differs from the federal statutory tax rate
primarily due to the regulatory impact of flowing through federal and state tax
benefits of repairs deductions, state tax benefit of accelerated tax
depreciation deductions (including bonus depreciation when applicable) and
production tax credits.

                                       38
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ELECTRIC SEGMENT

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
cost of sales and therefore has minimal impact on gross margin. The amortization
of these amounts are offset in retail
revenue.
•Transmission: Reflects transmission revenues regulated by the FERC.
•Wholesale and other are largely gross margin neutral as they are offset by
changes in cost of sales.

Three Months Ended September 30, 2021 Compared with the Three Months Ended September 30, 2020


                                          Revenues                               Change                               Megawatt Hours (MWH)                              Avg. Customer Counts
                                   2021               2020                $                  %                  2021                        2020                  2021                         2020
                                                                                   (in thousands)
Montana                        $  85,539          $  78,549          $  6,990                 8.9  %              692                          633              312,265                        307,892
South Dakota                      18,882             18,912               (30)               (0.2)                158                          160               50,756                         50,584
  Residential                    104,421             97,461             6,960                 7.1                 850                          793              363,021                        358,476
Montana                           95,248             89,082             6,166                 6.9                 847                          794               71,766                         70,320
South Dakota                      28,798             27,373             1,425                 5.2                 296                          284               12,835                         12,870
Commercial                       124,046            116,455             7,591                 6.5               1,143                        1,078               84,601                         83,190
Industrial                         9,147              9,212              

(65)               (0.7)                611                          621                   76                             78
Other                             13,089             11,910             1,179                 9.9                  89                           86                8,226                          8,193

Total Retail Electric $ 250,703 $ 235,038 $ 15,665

                 6.7  %            2,693                        2,578              455,924                        449,937
Regulatory amortization            9,922             (5,526)           15,448              (279.6)
Transmission                      25,172             12,906            12,266                95.0
Wholesale and Other                1,676              1,737               (61)               (3.5)
Total Revenues                 $ 287,473          $ 244,155          $ 43,318                17.7  %
Total Cost of Sales               89,375             61,154            28,221                46.1
Gross Margin(1)                $ 198,098          $ 183,001          $ 15,097                 8.2  %

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



                                                         Cooling Degree Days                                                 2021 as compared with:
                                   2021                      2020                   Historic Average                  2020                      Historic Average
Montana                             493                       340                         361                      45% warmer                      37% warmer
South Dakota                        818                       755                         638                      8% warmer                       28% warmer
                                                         Heating Degree Days                                                 2021 as compared with:
                                   2021                      2020                   Historic Average                  2020                      Historic Average
Montana                             251                       255                         278                      2% warmer                       10% warmer
South Dakota                        23                        71                           87                      68% warmer                      74% warmer


                                       39

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The following summarizes the components of the changes in electric gross margin for the three months ended September 30, 2021 and 2020 (in millions):


                                                                           Gross Margin 2021 vs. 2020
Gross Margin Items Impacting Net Income
Transmission                                                             $                      10.1
Retail volumes                                                                                   8.4
Montana electric supply cost recovery                                                           (2.1)
Electric QF liability adjustment                                                                (1.3)

Change in Gross Margin Impacting Net Income                                                     15.1

Gross Margin Items Offset Within Net Income
Production tax credits reducing revenue, offset in income tax expense                            0.6

Operating expenses recovered in revenue, offset in operating expense

                      0.4

Property taxes recovered in revenue, offset in property tax expense

                     (1.0)
Change in Gross Margin Items Offset Within Net Income                                            0.0
Increase in Gross Margin(1)                                              $                      15.1

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

Gross margin increased $15.1 million, with items offset within net income offsetting for no impact on gross margin.

The change in gross margin for items impacting net income includes the following:



•Higher Montana transmission rates and higher demand to transmit energy across
our transmission lines due to market conditions and pricing;
•An increase in retail revenue due to warmer summer weather, overall customer
growth, and increased commercial volume as compared to the prior year due to the
COVID-19 pandemic related shutdowns;
•Higher Montana electric supply costs as compared with the prior period; and
•An unfavorable adjustment to our electric QF liability (unrecoverable costs
associated with PURPA contracts as part of a 2002 stipulation with the MPSC and
other parties) 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 gross margin. Our
wholesale and other revenues are largely gross margin neutral as they are offset
by changes in cost of sales. Our wholesale and other revenues are largely gross
margin neutral as they are offset by changes in cost of sales.

                                       40
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Nine Months Ended September 30, 2021 Compared with the Nine Months Ended September 30, 2020


                                          Revenues                               Change                              Megawatt Hours (MWH)                              Avg. Customer Counts
                                   2021               2020                $                  %                  2021                       2020                  2021                         2020
                                                                                  (in thousands)
Montana                        $ 251,443          $ 237,777          $ 13,666                 5.7  %           2,067                        1,944              311,256                        306,886
South Dakota                      51,031             52,427            (1,396)               (2.7)               453                          463               50,765                         50,629
  Residential                    302,474            290,204            12,270                 4.2              2,520                        2,407              362,021                        357,515
Montana                          266,644            252,514            14,130                 5.6              2,398                        2,269               71,437                         69,949
South Dakota                      76,969             77,057               (88)               (0.1)               826                          818               12,787                         12,812
Commercial                       343,613            329,571            14,042                 4.3              3,224                        3,087               84,224                         82,761
Industrial                        28,086             27,162               924                 3.4              1,842                        2,026                   77                             78
Other                             26,798             26,400               398                 1.5                155                          157                6,449                          6,467
Total Retail Electric          $ 700,971          $ 673,337          $ 27,634                 4.1  %           7,741                        7,677              452,771                        446,821
Regulatory amortization           29,913             (9,274)           39,187              (422.5)
Transmission                      63,762             38,409            25,353                66.0
Wholesale and Other                4,338              4,246                92                 2.2
Total Revenues                 $ 798,984          $ 706,718          $ 92,266                13.1  %
Total Cost of Sales              218,802            173,294            45,508                26.3
Gross Margin(1)                $ 580,182          $ 533,424          $ 46,758                 8.8  %

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



                                                          Cooling Degree Days                                                  2020 as compared with:
                                    2021                       2020                   Historic Average                  2020                      Historic Average
Montana                             632                        395                          416                      60% warmer                      52% warmer
South Dakota                        966                        844                          699                      14% warmer                      38% warmer
                                                          Heating Degree Days                                                  2021 as compared with:
                                    2021                       2020                   Historic Average                  2020                      Historic Average
Montana                            4,680                      4,610                        4,725                     2% cooler                       1% warmer
South Dakota                       5,188                      5,564                        5,648                     7% warmer                       8% warmer


                                       41

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The following summarizes the components of the changes in electric gross margin for the nine months ended September 30, 2021 and 2020 (in millions):


                                                                           Gross Margin 2021 vs. 2020
Gross Margin Items Impacting Net Income
Transmission                                                             $                      21.3
Retail volumes                                                                                  18.1
Electric QF liability adjustment                                                                 4.8
Montana electric supply cost recovery                                                           (4.3)
Other                                                                                            3.2
Change in Gross Margin Impacting Net Income                                                     43.1

Gross Margin Items Offset Within Net Income
Production tax credits reducing revenue, offset in income tax expense                            2.2

Property taxes recovered in revenue, offset in property tax expense

                      0.8

Operating expenses recovered in revenue, offset in operating expense

                      0.7
Change in Gross Margin Items Offset Within Net Income                                            3.7
Increase in Gross Margin(1)                                              $                      46.8

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



Gross margin increased $46.8 million, including a $43.1 million increase from
items impacting net income and a $3.7 million increase from items offset within
net income.

The change in gross margin for items impacting net income includes the following:



•Higher Montana transmission rates, the recognition of approximately $4.7
million of deferred interim revenues, and higher demand to transmit energy
across our transmission lines due to market conditions and pricing;
•An increase in retail revenue driven by colder winter weather in Montana,
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 winter weather in South
Dakota;
•A more favorable adjustment of our electric QF liability (unrecoverable costs
associated with PURPA contracts as part of a 2002 stipulation with the MPSC and
other parties) reflecting a $7.9 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 $7.4 million decreasing the QF
liability associated with a one-time clarification in contract term.
•Higher Montana electric supply costs as compared with the prior period.

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

                                       42
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NATURAL GAS SEGMENT

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 cost of sales and therefore has minimal impact on gross margin. The
amortization of these amounts are
offset in retail revenue.
•Wholesale: Primarily represents transportation and storage for others.

Three Months Ended September 30, 2021 Compared with the Three Months Ended
September 30, 2020
                                     Revenues                             Change                           Dekatherms (Dkt)                            Avg. Customer Counts
                              2021              2020               $                 %                 2021                 2020                 2021                         2020
                                                                        (in thousands)
Montana                    $  9,910          $  9,896               14                0.1  %            845                   956              179,571                        177,410
South Dakota                  2,179             1,702              477               28.0               106                   114               40,826                         40,437
Nebraska                      2,443             1,698              745               43.9               144                   156               37,406                         37,467
Residential                  14,532            13,296            1,236                9.3             1,095                 1,226              257,803                        255,314
Montana                       6,110             5,598              512                9.1               603                   611               24,872                         24,412
South Dakota                  1,781             1,030              751               72.9               179                   170                6,846                          6,864
Nebraska                      1,461               684              777              113.6               144                   143                4,920                          4,945
Commercial                    9,352             7,312            2,040               27.9               926                   924               36,638                         36,221
Industrial                       76                51               25               49.0                 8                     6                  227                            231
Other                           163                92               71               77.2                18                    12                  168                            153
Total Retail Gas           $ 24,123          $ 20,751          $ 3,372               16.2  %          2,047                 2,168              294,836                        291,919

Regulatory amortization       5,415             7,265           (1,850)             (25.5)
Wholesale and other           8,944             8,439              505                6.0
Total Revenues             $ 38,482          $ 36,455          $ 2,027                5.6  %
Total Cost of Sales           9,284             6,882            2,402               34.9
Gross Margin(1)            $ 29,198          $ 29,573          $  (375)              (1.3) %

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



                                                          Heating Degree Days                                                2021 as compared with:
                                    2021                      2020                  Historic Average                  2020                      Historic Average
Montana                              300                       306                         319                     2% warmer                       6% warmer
South Dakota                         23                        71                          87                      68% warmer                      74% warmer
Nebraska                              9                        40                          47                      78% warmer                      81% warmer




                                       43

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The following summarizes the components of the changes in natural gas gross margin for the three months ended September 30, 2021 and 2020:

Gross Margin 2021 vs. 2020


                                                                               (in millions)
Gross Margin Items Impacting Net Income
Retail volumes                                                         $                      (0.6)

Other                                                                                          0.4
Change in Gross Margin Impacting Net Income                                                   (0.2)

Gross Margin Items Offset Within Net Income
Property tax revenue, offset in property tax expense                                          (0.3)
Operating expenses recovered in trackers                                                      (0.1)

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

                                                                                    0.2
Change in Gross Margin Items Offset Within Net Income                                         (0.2)
Decrease in Gross Margin(1)                                            $                      (0.4)

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



Gross margin decreased $0.4 million, including a $0.2 million decrease for items
impacting net income and a $0.2 million decrease from items offset within net
income.

The change in gross margin for items impacting net income includes a decrease in gas volumes due to warmer summer weather, partly offset by customer growth.

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


                                       44
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Nine Months Ended September 30, 2021 Compared with the Nine Months Ended
September 30, 2020
                                       Revenues                              Change                            Dekatherms (Dkt)                             Avg. Customer Counts
                                2021               2020                $                 %                2021                   2020                 2021                         2020
                                                                           (in thousands)
Montana                     $  82,424          $  65,674            16,750              25.5  %           9,119                  8,937              179,340                        177,036
South Dakota                   18,654             16,697             1,957              11.7              2,248                  2,310               40,975                         40,509
Nebraska                       14,599             12,908             1,691              13.1              1,987                  1,984               37,560                         37,542
Residential                   115,677             95,279            20,398              21.4             13,354                 13,231              257,875                        255,087
Montana                        42,890             32,988             9,902              30.0              4,977                  4,674               24,876                         24,455
South Dakota                   12,562             11,213             1,349              12.0              2,060                  2,360                6,873                          6,889
Nebraska                        7,740              6,284             1,456              23.2              1,397                  1,394                4,953                          4,973
Commercial                     63,192             50,485            12,707              25.2              8,434                  8,428               36,702                         36,317
Industrial                        726                503               223              44.3                 88                     75                  229                            231
Other                           1,007                612               395              64.5                136                    104                  164                            152
Total Retail Gas            $ 180,602          $ 146,879          $ 33,723              23.0  %          22,012                 21,838              294,970                        291,787
Regulatory amortization        17,951              4,966            12,985             261.5
Wholesale and other            27,438             26,662               776               2.9
Total Revenues              $ 225,991          $ 178,507          $ 47,484              26.6  %
Total Cost of Sales            92,335             47,058            45,277              96.2
Gross Margin(1)             $ 133,656          $ 131,449          $  2,207               1.7  %

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



                                                           Heating Degree Days                                                 2021 as compared with:
                                     2021                       2020                  Historic Average                 2020                      Historic Average
Montana                             4,767                      4,707                        4,857                    1% cooler                      2% warmer
South Dakota                        5,188                      5,564                        5,648                    7% warmer                      8% warmer
Nebraska                            4,432                      4,250                        4,646                    4% cooler                      5% warmer




                                       45

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The following summarizes the components of the changes in natural gas gross margin for the nine months ended September 30, 2021 and 2020:

Gross Margin 2021 vs. 2020


                                                                               (in millions)
Gross Margin Items Impacting Net Income
Retail volumes                                                         $                       1.7
Montana gas production rates                                                                  (0.8)
Other                                                                                          1.1
Change in Gross Margin Impacting Net Income                                                    2.0

Gross Margin Items Offset Within Net Income Gas production taxes recovered in revenue, offset in property and other taxes

                                                                                    0.4
Property tax revenue, offset in property tax expense                                           0.2
Operating expenses recovered in trackers                                                      (0.4)
Change in Gross Margin Items Offset Within Net Income                                          0.2
Increase in Gross Margin(1)                                            $                       2.2

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



Gross margin increased $2.2 million, including a $2.0 million increase for items
impacting net income and a $0.2 million increase from items offset within net
income.

The change in gross margin for items impacting net income includes the following:



•An increase in gas volumes due to colder winter weather in our Montana and
Nebraska jurisdictions and customer growth, partly offset by warmer winter
weather in our South Dakota jurisdiction and warmer summer weather in all
jurisdictions; and
•A reduction of rates from the step down of our Montana gas production assets.

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


                                       46
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                               LIQUIDITY AND CAPITAL RESOURCES



Sources and Uses of Funds

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, borrowing
capacity under existing credit facilities, and issuance of debt or equity
securities are sufficient to fund our operations, service existing debt, pay
dividends, and fund capital expenditures (excluding strategic growth
opportunities). The amount of capital expenditures and dividends are subject to
certain factors including the use of existing cash, cash equivalents, the
receipt of cash from operations, and available financing. A material change in
operations, unfavorable credit metrics, or available financing could impact our
current liquidity and ability to fund capital resource requirements, and we may
defer a portion of our planned capital expenditures as necessary.

Our liquidity is supported by the use of our credit facilities which includes a
$425 million Credit Facility and a $25 million revolving credit facility to
provide swingline borrowing capability. The $425 million 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 $425 million 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 16 percent of
the total availability. The $25 million revolving credit facility bears interest
at the lower of prime plus a credit spread of 0.13 percent, or available rates
tied to the Eurodollar rate plus a credit spread of 0.80 percent.

We utilize availability under our credit facilities to manage our cash flows due
to the seasonality of our business, and utilize any cash on hand in excess of
current operating requirements to invest in our business and reduce borrowings.
As of September 30, 2021, our total net liquidity was approximately $163.6
million, including $8.6 million of cash and $155.0 million of revolving credit
facility availability. As of September 30, 2021, there were no letters of credit
outstanding and $295.0 million in outstanding borrowings under our credit
facilities. Availability under our credit facilities was $186.0 million as of
October 22, 2021.

We issue debt securities to refinance retiring maturities, fund construction
programs and for other general corporate purposes. To fund our strategic growth
opportunities, we utilize available cash flow, debt capacity and equity
issuances that allow us to maintain investment grade ratings. We target a 50 -
55 percent debt to total capital ratio excluding finance leases, and a long-term
dividend payout ratio target of 60 - 70 percent of earnings per share; however,
there can be no assurance that we will be able to maintain our ratios within
these target ranges.

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 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 ATM program,
including an equity forward sales component. During the three months ended
September 30, 2021, we issued 1,040,085 shares of our common stock at an average
price of $63.13, for net proceeds of $64.8 million, which is net of sales
commissions and other fees paid of approximately $0.9 million. During the nine
months ended September 30, 2021, we issued 1,919,394 shares of our common stock
at an average price of $63.94, for net proceeds of $121.1 million, which is net
of sales commissions and other fees paid of approximately $1.7 million. We
expect a total of approximately $200.0 million of equity proceeds during 2021 to
support our current capital program and maintain and protect our credit ratings.
Financing plans are subject to change, depending on capital expenditures,
regulatory outcomes, internal cash generation, market conditions and other
factors.
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Factors Impacting our Liquidity



Energy Supply Costs - Our operations are subject to seasonal fluctuations in
cash flow. During the heating season, which is primarily from November through
March, cash receipts from natural gas and electric sales typically exceed cash
requirements. During the summer months, cash on hand, together with the seasonal
increase in cash flows and utilization of our existing revolver, are used to
purchase natural gas to place in storage, perform maintenance, and make capital
improvements. In addition, due to the lag between our purchases of electric and
natural gas commodities and revenue receipt from customers, cyclical over and
under collection situations arise consistent with the seasonal fluctuations
discussed above; therefore, we typically under collect in the fall and winter
and over collect in the spring. Fluctuations in recoveries under our cost
tracking mechanisms can have a significant effect on cash flows from operations
and make year-to-year comparisons difficult.

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

As of September 30, 2021, we have under collected our costs recovered through
tracking mechanisms by approximately $84.5 million. We under collected our costs
by approximately $5.7 million as of December 31, 2020 and under collected our
costs by approximately $20.5 million as of September 30, 2020.

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
October 22, 2021, 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(1)                                    A3                                Baa2                             Prime-2                      Negative
S&P                                           A-                                 BBB                               A-2                         Stable


_________________________

(1) On March 12, 2021, Moody's affirmed our ratings, but revised our outlook from stable to negative citing rising debt to help fund higher capital expenditures and no substantive revenue increase over the next two to three years.



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

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Cash Flows

The following table summarizes our consolidated cash flows (in millions):

Nine Months Ended September 30,


                                                                              2021                   2020
Operating Activities
Net income                                                            $           135.5          $    101.7
Non-cash adjustments to net income                                                148.7               135.0
Changes in working capital                                                        (31.0)               99.1
Other noncurrent assets and liabilities                                           (31.6)              (13.3)
Cash Provided by Operating Activities                                             221.6               322.5

Investing Activities
Property, plant and equipment additions                                          (311.2)             (283.0)

Investment in equity securities                                                    (0.6)                  -
Cash Used in Investing Activities                                                (311.8)             (283.0)

Financing Activities



Proceeds from issuance of common stock, net                                       121.1                   -
Issuance of long-term debt, net                                                    99.9               150.0
(Repayments) issuance of short-term borrowings                                   (100.0)              100.0
Repayments of long-term debt                                                       (1.0)                  -
Line of credit borrowings (repayments), net                                        73.0              (193.0)
Dividends on common stock                                                         (95.1)              (90.3)
Financing costs                                                                    (0.9)               (2.6)
Other                                                                               0.3                (1.7)
Cash Provided by (Used in) Financing Activities                                    97.3               (37.6)

Increase in Cash, Cash Equivalents, and Restricted Cash                             7.1                 1.9
Cash, Cash Equivalents, and Restricted Cash, beginning of period                   17.1                12.1
Cash, Cash Equivalents, and Restricted Cash, end of period            $     

24.2 $ 14.0

Cash Provided by Operating Activities



As of September 30, 2021, cash, cash equivalents, and restricted cash were $24.2
million as compared with $17.1 million as of December 31, 2020 and $14.0 million
as of September 30, 2020. Cash provided by operating activities totaled $221.6
million for the nine months ended September 30, 2021 as compared with $322.5
million during the nine months ended September 30, 2020. This decrease in
operating cash flows is primarily due to a $106.7 million ($65.1 million from
electric operations and $41.6 million from natural gas operations) net increase
in under collection of energy supply costs from customers in the current period,
and a refund of approximately $20.5 million to our FERC regulated customers.
These reductions were offset in part by an improvement in net income.

Cash Used in Investing Activities



Cash used in investing activities increased by approximately $28.8 million as
compared with the first nine months of 2020. Plant additions during the first
nine months of 2021 include maintenance additions of approximately $230.7
million and capacity related capital expenditures of $80.5 million. Plant
additions during the first nine months of 2020 included maintenance additions of
approximately $192.4 million and capacity related capital expenditures of
approximately $90.6 million.

Cash Provided by (Used in) Financing Activities

Cash provided by financing activities totaled $97.3 million during the nine months ended September 30, 2021 as compared with cash used in financing activities of $37.6 million during the nine months ended September 30, 2020. During the nine


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months ended September 30, 2021, cash provided by financing activities reflects
proceeds received from the issuance of common stock pursuant to our ATM program
of $121.1 million, net proceeds from the issuance of debt of $99.9 million, and
net issuances under our revolving lines of credit of $73.0 million, offset in
part by repayments of our short-term borrowings of $100.0 million and payment of
dividends of $95.1 million. During the nine months ended September 30, 2020, net
cash used in financing activities reflects net repayments under our revolving
lines of credit of $193.0 million and dividends of $90.3 million, offset in part
by proceeds from the issuance of debt of $150.0 million and short-term
borrowings of $100.0 million.

Capital Requirements



Our capital expenditures program is subject to continuing review and
modification. Actual utility construction expenditures may vary from estimates
due to changes in electric and natural gas projected load growth, changing
business operating conditions and other business factors. We anticipate funding
capital expenditures through cash flows from operations, available credit
sources, debt and equity issuances. Our estimated capital expenditures are
discussed in our Annual Report on Form 10-K for the year ended December 31, 2020
within the Management's Discussion and Analysis of Financial Condition and
Results of Operations under the "Significant Infrastructure Investments and
Initiatives" section.

As of September 30, 2021, there have been two significant revisions made to our
estimated capital expenditures discussed in our Annual Report on Form 10-K for
the year ended December 31, 2020. We have decided not to proceed with the
construction of an approximately $60 million 30-40 MW flexible natural gas plant
near Aberdeen, South Dakota that was previously included in our estimated
Electric segment capital expenditures with an expected in service date in early
2024. Additionally, we are moving forward with construction of the 175 MW Laurel
Generating Station natural gas plant, which is estimated to cost approximately
$275 million, including capitalized AFUDC, which was not included in our
estimated electric segment capital expenditures. This project is expected to be
in service by January 2024.

Contractual Obligations and Other Commitments



We have a variety of contractual obligations and other commitments that require
payment of cash at certain specified periods. The following table summarizes our
contractual cash obligations and commitments as of September 30, 2021. See our
Annual Report on Form 10-K for the year ended December 31, 2020 for additional
discussion.
                                   Total                2021               2022               2023               2024               2025             Thereafter
                                                                                         (in thousands)
Long-term debt (1)             $ 2,474,660          $       -          $       -          $ 439,660          $ 100,000          $ 300,000          $ 1,635,000
Finance leases                      15,463                692              2,875              3,097              3,338              3,596                1,865

Estimated pension and other
postretirement obligations (2)      52,221              1,428             12,905             12,905             12,492             12,491                     N/A
Qualifying facilities
liability (3)                      485,786             19,527             80,355             82,452             74,806             60,054              168,592
Supply and capacity contracts
(4)                              2,639,374             80,300            241,819            264,729            221,282            216,071            

1,615,173


Contractual interest payments
on debt (5)                      1,501,841             21,838             87,352             85,386             79,760             70,791            

1,156,714

Total Commitments (6) $ 7,169,345 $ 123,785 $ 425,306 $ 888,229 $ 491,678 $ 663,003 $ 4,577,344

_________________________


(1)Represents cash payments for long-term debt and excludes $11.6 million of
debt discounts and debt issuance costs, net.
(2)We estimate cash obligations related to our pension and other postretirement
benefit programs for five years, as it is not practicable to estimate
thereafter. Pension and 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 $48 to $136 per MWH through 2029. Our estimated gross contractual
obligation related to these QFs is approximately $485.8 million. A portion of
the costs incurred to purchase this energy is recoverable through rates
authorized by the MPSC, totaling approximately $403.4 million.
(4)We have entered into various purchase commitments, largely purchased power,
electric transmission, coal and natural gas supply and natural gas
transportation contracts. These commitments range from one to 26 years and
exclude contract payments associated with the Beartooth Battery agreement, which
is subject to approval by the MPSC.
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(5)Contractual interest payments include our revolving credit facilities, which
have a variable interest rate. We have assumed an average interest rate of 1.36%
on the outstanding balance through maturity of the facilities.
(6)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 10 - Commitments and
Contingencies) and asset retirement obligations as the amount and timing of cash
payments may be uncertain.

Other Obligations - As a co-owner of Colstrip, we provided surety bonds of
approximately $19.9 million as of September 30, 2021 on behalf of the operator
to ensure the operation and maintenance of remedial and closure actions are
carried out related to the Administrative Order on Consent Regarding Impacts
Related to Wastewater Facilities Comprising the Closed-Loop System at Colstrip
Steam Electric Stations, Colstrip Montana (the AOC) as required by the MDEQ. As
costs are incurred under the AOC, the surety bonds will be reduced.


                          CRITICAL ACCOUNTING POLICIES AND ESTIMATES



Management's discussion and analysis of financial condition and results of
operations is based on our Financial Statements, which have been prepared in
accordance with GAAP. The preparation of these Financial Statements requires us
to make estimates and assumptions that affect the reported amounts of assets,
liabilities, revenues and expenses, and related disclosure of contingent assets
and liabilities. We base our estimates on historical experience and other
assumptions that are believed to be proper and reasonable under the
circumstances.

We continually evaluate the appropriateness of our estimates and assumptions.
Actual results could differ from those estimates. We consider an estimate to be
critical if it is material to the Financial Statements and it requires
assumptions to be made that were uncertain at the time the estimate was made and
changes in the estimate are reasonably likely to occur from period to period.
This includes the accounting for the following: regulatory assets and
liabilities, pension and postretirement benefit plans, income taxes and
qualifying facilities liability. These policies were disclosed in 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 . As of September 30, 2021, there have been no material changes in these policies.


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