The following includes a discussion of our results of operations and cash flows
for the year ended December 31, 2020 compared to the year ended December 31,
2019, on both a consolidated basis and on a segment basis. For a discussion of
our financial results and cash flows for the year ended December 31, 2019
compared with the year ended December 31, 2018, 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, 2019  .

This discussion should be read in conjunction with our Consolidated Financial
Statements and related notes contained elsewhere in this Annual Report on Form
10-K. For additional information related to our segments, see Note 20 - Segment
and Related Information, to the Consolidated Financial Statements.

Non-GAAP Financial Measure



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

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

       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. As you read this
discussion and analysis, refer to our Consolidated Statements of Income, which
present the results of our operations for 2020, 2019 and 2018. Following is a
discussion of our strategy and significant trends.

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


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



In 2020, approximately 65 percent of our customers' retail electric needs
originated from carbon-free resources, which is more than two times better than
the total U.S electric power industry. As part of our continued efforts in
environmental stewardship, we recently established our Carbon Reduction Vision
for Montana, committing to reduce the carbon intensity of our Montana electric
energy portfolio 90 percent by 2045, as compared with our 2010 carbon intensity
baseline. Over the last decade, we have already reduced the carbon intensity of
our energy generation in Montana by more than 50 percent. Our vision for the
future builds on the progress we have already made. Already, the foundation of
our energy generation is our hydroelectric system, which is 100 percent carbon
free and is readily available capacity. For us, wind generation is a close
second and continues to grow. While utility-scale solar energy is not a
significant portion of our energy mix today, we expect it to evolve along with
advances in energy storage. We are committed to working with our customers and
communities to help them achieve their sustainability goals and add new
technology on our system.


        HOW WE PERFORMED IN 2020 COMPARED TO OUR 2019 RESULTS



                                                                Year Ended

December 31, 2020 vs. 2019


                                                      Income Before            Income Tax
                                                      Income Taxes          Benefit (Expense)         Net Income
                                                                            (in millions)
Year ended December 31, 2019                        $        182.2          $         19.9          $     202.1
Items increasing (decreasing) net income:
Lower electric retail volumes and demand                     (11.0)                    2.8                 (8.2)
Lower Montana natural gas volumes                            (10.6)                    2.7                 (7.9)
Disallowance of prior period supply costs                     (9.4)                    2.4                 (7.0)
Higher depreciation and depletion                             (6.7)                    1.7                 (5.0)
Higher Electric QF liability adjustment                       (3.3)                    0.8                 (2.5)
Lower Montana electric supply cost recovery                   (2.7)                    0.7                 (2.0)
Lower Montana electric transmission revenue                   (2.7)                    0.7                 (2.0)

Prior year recognition of unrecognized tax benefit               -                   (22.8)               (22.8)

Lower operating, general, and administrative
expenses                                                      22.7                    (5.7)                17.0
Other                                                        (14.3)                    7.8                 (6.5)
Year ended December 31, 2020                        $        144.2          $         11.0          $     155.2
Change in Net Income                                                                                $     (46.9)



Consolidated net income in 2020 was $155.2 million as compared with $202.1
million in 2019. This decrease was primarily due to an income tax benefit in
2019, lower gross margin in 2020 due primarily to warmer winter weather and
impacts of the COVID-19 pandemic, a disallowance of prior period supply costs,
lower supply cost recovery, and higher depreciation and depletion expense,
offset in part by a decrease in operating, general and administrative expenses.

SIGNIFICANT TRENDS AND REGULATION

COVID-19 Pandemic



We are one of many companies providing essential services during the national
emergency related to the COVID-19 pandemic. Our level of service to our 743,000
customers remains uninterrupted. We implemented a comprehensive set of actions
to help our customers, communities, and employees, while maintaining our
commitments to provide reliable service and to continue to monitor and adapt our
financial business plan for the evolving COVID-19 pandemic challenges. In March,
we voluntarily informed both our retail customers and state regulators that
disconnections for non-payment would be temporarily suspended, and we have
provided an incremental $400,000 in charitable contributions and aid to assist
the communities we serve. Our CEO made an official declaration of emergency in
accordance with our continuity of operations plan and emergency standard
operating procedures, implementing an incident command structure that remains in
effect. We have taken extra
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precautions for our employees who work in the field and for employees who
continue to work in our facilities. This includes implementation of work from
home policies, social-distancing protocols, face-covering directives, and travel
restrictions where appropriate. Currently, we do not anticipate any employee
layoffs and are continuing to hire for critical positions to maintain our high
level of reliability and customer service. We continue to implement strong
physical and cyber-security measures to enable our systems to continue to serve
our operational needs with a remote workforce and to keep our company running to
provide high quality service to our customers. In August, we advised customers
that we would resume the disconnection process for customers whose accounts are
in arrears. However, beginning in November our normal winter disconnection
procedures were in effect.

2020 Impact - The COVID-19 pandemic has impacted our financial results with a
reduction in our commercial and industrial sales volumes, offset in part by an
increase in usage by residential customers. We also experienced an increase in
certain operating expenses including an increase in uncollectible accounts and
interest expense offset in part by lower operating expenses as detailed below.
COVID-19 continues to be an evolving situation and we expect to continue to
experience impacts to our financial results in 2021.

                                   Estimate of COVID-19 Impacts

                                                         Twelve Months Ended December 31, 2020
                                                              Low                       High
                                                                     (in millions)
Gross Margin (1)                                     $             (8.0)         $         (11.0)

Operating expenses
Medical, labor, and travel & training                              (5.5)                    (5.5)
Uncollectible Accounts                                              3.0                      3.0
Total Operating Expense                                            (2.5)                    (2.5)

Operating Loss                                                     (5.5)                    (8.5)
Interest expense                                                   (0.7)                    (0.7)
Pretax Loss                                                        (6.2)                    (9.2)
Income tax benefit (2)                                              1.6                      2.3
Net Loss                                             $             (4.6)         $          (6.9)

(1) Non-GAAP financial measure. See "Non-GAAP Financial Measure" above. (2) Income tax benefit calculated using a 25.3% effective tax rate



We submitted accounting order requests in Montana and South Dakota to allow for
the deferral of uncollectible accounts expense in excess of amounts currently
recovered from customers and to determine ratemaking treatment in a future
proceeding.

•The SDPUC issued an order in August 2020, authorizing deferral of costs for
possible recovery through future rates. As of December 31, 2020 we have deferred
$0.2 million of uncollectible accounts expense into a regulatory asset in South
Dakota.

•The MPSC issued an order in November 2020, declining to authorize establishment of a regulatory asset for the deferral of the incremental bad debt expense.



We are working with customers who have been unable to pay during the COVID-19
pandemic, including offering extended payment arrangements. In each of our
jurisdictions, we resumed disconnection procedures for non-payment during the
third quarter of 2020, supporting our efforts to reduce past due customer
balances. We are subject to certain annual winter disconnection procedures,
which went into effect on November 1st and will remain in effect through March
31st.

The continued progression of and global response to the COVID-19 pandemic
increases the risk of delays in construction activities and equipment deliveries
related to our capital projects, including potential delays in obtaining permits
from government agencies, resulting in a potential deferral of capital
expenditures. While we have not experienced significant supply
                                       35
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chain challenges to date and were able to execute on over $400 million in planned capital investment projects during 2020, we continue to closely manage and monitor developments in our supply chain.



The ongoing impacts of the COVID-19 pandemic remain uncertain. Continued
slowdown in the United States' economic growth, demand for commodities and/or
material changes in governmental policy may continue to result in lower economic
growth with lower demand for electricity and natural gas, as well as negatively
affect the ability of various customers, contractors, suppliers and other
business partners to fulfill their obligations. These impacts could have a
material adverse effect on our results of operations, financial condition and
prospects.

During the second quarter of 2020, as precautionary measures to increase our
cash position and preserve financial flexibility in light of uncertainty in the
markets, we accessed the capital markets in two transactions. For further
discussion of these transactions, see the Liquidity and Capital Resources
discussion.

2021 Impact - We expect to continue to experience a reduction in our commercial and industrial sales volumes, offset in part by an increase in usage by residential customers through the second quarter of 2021.

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 February 2020 for up to 280 MWs of peaking and flexible
capacity to be available for commercial operation in early 2023 (the February
2020 request for proposal (RFP)). Further, we expect additional all-source
competitive solicitation requests will be forthcoming, beginning in late 2021 or
2022.

Initial bids for the February 2020 RFP were received in July 2020. Bid
submissions were evaluated by an independent party. We are reviewing analyses
from the independent administrator and expect to announce the selection of
multiple projects during the first quarter of 2021. Bids were submitted on our
behalf for generating facilities providing long-duration flexible capacity in
excess of 200 MWs. We anticipate that at least one of our projects will be among
those selected resulting in owned capacity generation investment in excess of
$200 million over the next 3 years, assuming we receive approval from the MPSC.


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SIGNIFICANT INFRASTRUCTURE INVESTMENTS AND INITIATIVES

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


                     [[Image Removed: nwe-20201231_g8.jpg]]

Electric Supply Resource Plans - Our energy resource plans discussed above
identify portfolio resource requirements including investments resulting from a
completed competitive solicitation process in South Dakota. The capital
projections above include approximately $40 million related to completion of the
60 MW flexible natural gas plant near Huron, South Dakota expected to be in
service by late 2021 and approximately $60 million for a 30-40 MW flexible
natural gas plant near Aberdeen, South Dakota, which is expected to be in
service in early 2024.

See discussion of the "February 2020 RFP" under Significant Trends and Regulation above for details on our current Montana all-source competitive solicitation process. Potential generation capital related to this need is not included in the projections above.



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

Distribution and Transmission Modernization and Maintenance - The primary goals
of our infrastructure investment are to reverse the trend in aging
infrastructure, maintain reliability, proactively manage safety, build capacity
into the system, and prepare our network for the adoption of new technologies.
We are taking a proactive and pragmatic approach to replacing these assets while
also evaluating the implementation of additional technologies to prepare the
overall system for smart grid applications. In 2021 through 2024, we expect to
install automated metering infrastructure in Montana at a cost ranging from
approximately $100 million to $110 million, which is reflected in the five year
capital forecast above.

Financing - We anticipate financing our ongoing maintenance and capital programs
with a combination of cash flows from operations, first mortgage bonds and
equity issuances. We anticipate initiating a 3-year $200 million At-the-Market
(ATM) offering during 2021 and begin issuing equity under that program. The ATM
issuances will be sized to maintain and protect our current credit ratings.
Capital investment in response to our Montana electric supply resource planning
would be incremental to these amounts. Financing plans are subject to change,
depending on capital expenditures, regulatory outcomes, internal cash
generation, market conditions and other factors.
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RESULTS OF OPERATIONS





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

Factors Affecting Results of Operations



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

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

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OVERALL CONSOLIDATED RESULTS

Year Ended December 31, 2020 Compared with Year Ended December 31, 2019



Consolidated net income in 2020 was $155.2 million as compared with $202.1
million in 2019, a decrease of $46.9 million. As described in more detail below,
this decrease was primarily due to an income tax benefit in 2019, lower gross
margin in 2020 due to warmer winter weather, impacts of the COVID-19 pandemic,
disallowed electric supply costs and higher depreciation expense, offset in part
by a decrease in operating, general and administrative expenses.

Consolidated operating revenues in 2020 were $1,198.7 million as compared with
$1,257.9 million, a decrease of $59.2 million. This decrease was primarily due
to lower volumes from warmer winter weather and impacts of the COVID-19
pandemic, partly offset by customer growth. Consolidated gross margin in 2020
was $892.5 million as compared with $939.9 million in 2019, a decrease of $47.4
million, or 5.0 percent.

                                                         Electric                         Natural Gas                            Total
                                                   2020             2019             2020             2019              2020               2019
                                                                                           (in millions)
Reconciliation of gross margin to operating
revenue:
Operating Revenues                              $ 940.8          $ 981.2          $ 257.9          $ 276.7          $ 1,198.7          $ 1,257.9
Cost of Sales                                     236.6            239.6             69.6             78.4              306.2              318.0

Gross Margin(1)                                 $ 704.2          $ 741.6          $ 188.3          $ 198.3          $   892.5          $   939.9

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



                                                   Year Ended December 31,
                                         2020         2019        Change       % Change
                                                        (in millions)
              Gross Margin
              Electric                $  704.2      $ 741.6      $ (37.4)        (5.0) %
              Natural Gas                188.3        198.3        (10.0)        (5.0)

              Total Gross Margin(1)   $  892.5      $ 939.9      $ (47.4)        (5.0) %

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


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Primary components of the change in gross margin include the following (in
millions):
                                                                          Gross Margin
                                                                         2020 vs. 2019
Gross Margin Items Impacting Net Income
Electric retail volumes and demand                                  $       

(11.0)


Natural gas retail volumes                                                  

(10.6)


Disallowance of prior period supply costs                                   

(9.4)


Lower electric QF liability adjustment                                      

(3.3)

Montana electric supply cost recovery                                       

(2.7)


Electric transmission                                                       

(2.7)

Montana natural gas production rates                                        

(1.2)

Montana electric retail rates                                               

1.6


Other                                                                       

(9.2)


Change in Gross Margin Impacting Net Income                                 

(48.5)



Gross Margin Items Offset Within Net Income
Property taxes recovered in revenue, offset in property tax expense         

6.3

Production tax credits reducing revenue, offset in income tax benefit

(5.0)

Operating expenses recovered in revenue, offset in operating expense

(0.1)

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

(0.1)



Change in Items Offset Within Net Income                                    

1.1


Decrease in Consolidated Gross Margin(1)                            $       

(47.4)

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



Consolidated gross margin decreased $47.4 million, including a $48.5 million
decrease from items impacting net income and a $1.1 million increase from items
offset within net income.

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



•A decrease in electric retail volumes due to warmer winter weather in Montana
and South Dakota and lower industrial demand unrelated to the COVID-19 pandemic,
partly offset by customer growth and warmer summer weather. In addition, impacts
of the COVID-19 pandemic drove a decline of approximately $7 - $9 million, as a
result of lower commercial and industrial demand, partly offset by higher
residential usage;
•A decrease in gas volumes due to warmer winter weather, offset in part by
customer growth. In addition, impacts of the COVID-19 pandemic drove a decline
of approximately of $1-$2 million, as a result of lower customer usage;
•A MPSC disallowance of $5.6 million of replacement power costs incurred during
a 2018 intermittent outage at our Colstrip coal-fired generating facility and
$3.8 million of costs related to the prorated application of a change in state
law that eliminated the deadband and QF cost sharing component of our PCCAM;
•A less favorable adjustment of our electric QF liability (unrecoverable costs
associated with PURPA contracts as a part of a 2002 stipulation with the MPSC
and other parties) as compared with the same period in 2019 due to the
combination of:
•A net $1.1 million lower favorable adjustment due to actual price escalation,
which was less than estimated ($2.2 million in the current period compared with
$3.3 million in the prior period); and
•Higher costs of approximately $2.2 million, due to a $0.9 million reduction in
costs for the adjustment to actual output and pricing for the current contract
year as compared with a $3.1 million reduction in costs in the prior period.
•The inclusion in the prior period of lower Montana electric supply costs as a
result of changes in the associated statute, offset in part by lower supply
costs in 2020;
•Lower demand to transmit energy across our transmission lines due to market
conditions and pricing, including the closure of Colstrip Units 1 and 2;
•A reduction of rates due to the step down of our Montana gas production assets;
and
•An increase in Montana electric rates.
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                                                               Year Ended December 31,
                                                     2020         2019        Change       % Change
                                                                    (in millions)

Operating Expenses (excluding cost of sales)

Operating, general and administrative $ 297.1 $ 318.2

 $ (21.1)        (6.6) %
   Property and other taxes                          179.5        171.9          7.6          4.4
   Depreciation and depletion                        179.6        172.9          6.7          3.9
                                                  $  656.2      $ 663.0      $  (6.8)        (1.0) %


Consolidated operating, general and administrative expenses were $297.1 million in 2020, as compared with $318.2 million in 2019. Primary components of the change include the following (in millions):


                                                                                 Operating, General &
                                                                                Administrative Expenses
                                                                                     2020 vs. 2019
Operating, General & Administrative Expenses Impacting Net Income
Employee benefits                                                              $                (10.1)
Labor                                                                                            (4.1)
Hazard trees                                                                                     (3.2)
Travel and training                                                                              (3.0)
Environmental costs                                                                              (1.2)
Generation maintenance                                                                           (0.9)

Uncollectible Accounts                                                                            3.0
Other                                                                                            (3.2)
Change in Items Impacting Net Income                                                            (22.7)

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

                                 7.0
Operating expenses recovered in trackers, offset in revenue                                      (0.1)

Non-employee directors deferred compensation, offset in other income

                      (5.3)
Change in Items Offset Within Net Income                                                          1.6
Decrease in Operating, General & Administrative Expenses                       $                (21.1)



Consolidated operating, general and administrative expense decreased $21.1 million, including a $22.7 million decrease from items impacting net income and a $1.6 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:



•Lower employee benefit costs primarily due to a decrease in employee incentive
compensation expense and a slight decrease in medical costs due to the COVID-19
pandemic;
•Decreased labor costs including approximately $1.3 million of in-home customer
work limited due to the COVID-19 pandemic and more time being spent by employees
on capital projects than maintenance projects (which are expensed);
•Lower hazard tree line clearance costs consistent with the plan discussed
above. Costs in 2020 reflect a more normal level, which is lower than 2019. We
expect to continue the program over the next several years with anticipated 2021
costs ranging from approximately $3 million to $4 million, with cumulative
operating expense for the program exceeding $20 million;
•A reduction in employee travel and training costs due to the impacts of the
COVID-19 pandemic;
•Lower environmental costs, primarily at our manufactured gas plant sites;
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•Lower maintenance at our electric generation facilities; and
•Increased uncollectible accounts. In March 2020, we voluntarily suspended
service disconnections for non-payment, to help customers who may be financially
impacted by the COVID-19 pandemic. We resumed standard disconnection processes
in all of our operating jurisdictions in the third quarter. As a result of the
South Dakota accounting order, we deferred approximately $0.2 million of
uncollectible accounts expense during 2020.

Property and other taxes were $179.5 million in 2020, as compared with $171.9
million in 2019. This increase was primarily due to plant additions and higher
estimated property valuations in Montana.

Depreciation and depletion expense was $179.6 million in 2020, as compared with $172.9 million in 2019. This increase was primarily due to plant additions.



Consolidated operating income in 2020 was $236.2 million as compared with $276.9
million in 2019. This decrease was primarily due to lower gross margin, higher
property and other taxes, and higher depreciation expense, partly offset by
lower operating expenses.

Consolidated interest expense in 2020 was $96.8 million, as compared with $95.1
million in 2019, reflecting borrowings issued as a precautionary measure in
order to increase our cash position and preserve financial flexibility in light
of the uncertainty in the markets, partially offset by lower interest on our
revolving credit facilities. See "Liquidity and Capital Resources" for
additional information regarding our financing activities.

Consolidated other income in 2020 was $4.9 million, as compared with $0.4
million in 2019. This increase was primarily due to a $7.0 million decrease in
other pension expense that was partially offset by a $5.3 million decrease in
the value of deferred shares held in trust for non-employee directors deferred
compensation (both of which are offset in operating, general, and administrative
expense with no impact to net income), and higher capitalization of AFUDC.

Consolidated income tax benefit in 2020 was $11.0 million, as compared with
$19.9 million in 2019. The income tax benefit for 2019 reflects the recognition
of approximately $22.8 million of unrecognized tax benefits, including
approximately $2.7 million of accrued interest and penalties, due to the lapse
of statutes of limitation in the second quarter of 2019. Our effective tax rate
for the twelve months ended December 31, 2020 was (7.6) percent as compared with
(10.9) percent for the same period of 2019. We currently estimate our effective
tax rate will range between (2.5) percent to 2.5 percent in 2021. The effective
tax rate is expected to gradually increase and approach 10 percent to 12 percent
by 2025.

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


                                                                               Year Ended December 31,
                                                                      2020                                  2019
Income Before Income Taxes                              $     144.2                             $ 182.2

Income tax calculated at federal statutory rate                30.3               21.0  %          38.3               21.0  %

Permanent or flow through adjustments:
State income, net of federal provisions                        (1.5)              (1.1)             1.2                0.7
Flow-through repairs deductions                               (23.8)             (16.5)           (19.7)             (10.8)
Production tax credits                                        (13.1)              (9.1)           (11.5)              (6.3)
Amortization of excess deferred income taxes (DIT)             (1.0)              (0.7)            (1.7)              (0.9)
Recognition of unrecognized tax benefit                           -                  -            (22.8)             (12.5)
Impact of Tax Cuts and Jobs Act                                   -                  -             (0.2)              (0.1)
Plant and depreciation of flow through items                    0.1                0.1             (4.0)              (2.2)
Prior year permanent return to accrual adjustments             (1.7)              (1.2)             0.6                0.3
Other, net                                                     (0.3)              (0.1)            (0.1)              (0.1)
                                                              (41.3)             (28.6)           (58.2)             (31.9)

Income Tax Benefit                                      $     (11.0)              (7.6) %       $ (19.9)             (10.9) %


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ELECTRIC OPERATIONS

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



•Retail: Sales of electricity to residential, commercial and industrial
customers, and the impact of regulatory mechanisms.
•Regulatory amortization: Primarily represents timing differences for electric
supply costs and property taxes between when we incur these costs and when we
recover these costs in rates from our customers, which is also reflected in 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.

Year Ended December 31, 2020 Compared with Year Ended December 31, 2019



                                                             Results
                                          2020         2019        Change       % Change
                                                          (in millions)
             Retail revenue             $ 895.4      $ 890.7      $   4.7          0.5  %
             Regulatory amortization      (11.5)        30.2        (41.7)      (138.1)
                Total retail revenues     883.9        920.9        (37.0)        (4.0)
             Transmission                  51.5         54.2         (2.7)        (5.0)
             Wholesale and Other            5.4          6.1         (0.7)       (11.5)
             Total Revenues               940.8        981.2        (40.4)        (4.1)
             Total Cost of Sales          236.6        239.6         (3.0)        (1.3)
             Gross Margin(1)            $ 704.2      $ 741.6      $ (37.4)        (5.0) %

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




                                                 Revenues                               Megawatt Hours (MWH)                                 Avg.

Customer Counts
                                          2020               2019                 2020                         2019                   2020                          2019
                                                                        (in thousands)
Montana                               $ 320,792          $ 308,840                2,635                          2,581               307,390                         303,222
South Dakota                             66,603             62,457                  583                            589                50,646                          50,615
  Residential                           387,395            371,297                3,218                          3,170               358,036                         353,837
Montana                                 338,269            348,143                3,036                          3,186                70,145                          68,896
South Dakota                            101,095             97,082                1,073                          1,110                12,802                          12,814
Commercial                              439,364            445,225                4,109                          4,296                82,947                          81,710
Industrial                               36,819             43,595                2,615                          2,949                    78                              78
Other                                    31,833             30,595                  173                            165                 6,333                           6,219
Total Retail Electric                 $ 895,411          $ 890,712               10,115                         10,580               447,394                         441,844



                                                          Cooling Degree Days                                                2020 as compared with:
                                    2020                      2019                  Historic Average                  2019                      Historic Average
Montana                              398                       370                         405                     8% warmer                       2% colder
South Dakota                         879                       715                         734                     23% warmer                      20% warmer




                                       43

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                                                           Heating Degree Days                                                 2020 as compared with:
                                     2020                       2019                  Historic Average                  2019                      Historic Average
Montana                             7,304                      8,515                        7,605                    14% warmer                      4% warmer
South Dakota                        7,445                      8,478                        7,702                    12% warmer                      3% warmer


The following summarizes the components of the changes in electric gross margin for the years ended December 31, 2020 and 2019 (in millions):

Gross Margin


                                                                              2020 vs. 2019
Gross Margin Items Impacting Net Income
Retail volumes and demand                                                $               (11.0)
Disallowance of prior period supply costs                                                 (9.4)
QF liability adjustment                                                                   (3.3)
Montana supply cost recovery                                                              (2.7)
Transmission                                                                              (2.7)
Montana retail rates                                                                       1.6
Other                                                                                    (10.5)
Change in Gross Margin Impacting Net Income                                              (38.0)

Gross Margin Items Offset Within Net Income
Property taxes recovered in revenue, offset in property tax expense                        5.8

Production tax credits reducing revenue, offset in income tax benefit

               (5.0)

Operating expenses recovered in revenue, offset in operating expense

               (0.2)

Change in Items Offset Within Net Income                                                   0.6
Decrease in Gross Margin(1)                                              $               (37.4)

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



Gross margin decreased $37.4 million, including a $38.0 million decrease from
items impacting net income and a $0.6 million increase from items offset within
net income.

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



•A decrease in electric retail volumes due to warmer winter weather in Montana
and South Dakota and lower industrial demand unrelated to the COVID-19 pandemic,
partly offset by customer growth and warmer summer weather. In addition, impacts
of the COVID-19 pandemic drove a decline of approximately $7 - $9 million, as a
result of lower commercial and industrial demand, partly offset by higher
residential usage;
•A MPSC disallowance of $5.6 million of replacement power costs incurred during
a 2018 intermittent outage at our Colstrip coal-fired generating facility and
$3.8 million of costs related to the prorated application of a change in state
law that eliminated the deadband and QF cost sharing component of our PCCAM;
•A less favorable adjustment of our electric QF liability (unrecoverable costs
associated with PURPA contracts as a part of a 2002 stipulation with the MPSC
and other parties) as compared with the same period in 2019 due to the
combination of:
•A net $1.1 million lower favorable adjustment due to actual price escalation,
which was less than estimated ($2.2 million in the current period compared with
$3.3 million in the prior period); and
•Higher costs of approximately $2.2 million, due to a $0.9 million reduction in
costs for the adjustment to actual output and pricing for the current contract
year as compared with a $3.1 million reduction in costs in the prior period.
•The inclusion in the prior period of lower Montana electric supply costs as a
result of changes in the associated statute, offset in part by lower supply
costs in 2020;
•Lower demand to transmit energy across our transmission lines due to market
conditions and pricing, including the closure of Colstrip Units 1 and 2; and
•An increase in Montana electric rates.

                                       44
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The change in regulatory amortization revenue is due to timing differences
between when we incur electric supply costs and when we recover these costs in
rates from our customers, which has a minimal impact on gross margin. Our
wholesale and other revenues are largely gross margin neutral as they are offset
by changes in cost of sales.


                                       45

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NATURAL GAS OPERATIONS





We have various classifications of natural gas revenues, defined as follows:
•Retail: Sales of natural gas to residential, commercial and industrial
customers, and the impact of regulatory mechanisms.
•Regulatory amortization: Primarily represents timing differences for natural
gas supply costs and property taxes between when we incur these costs and when
we recover these costs in rates from our customers, which is also reflected in
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.

Year Ended December 31, 2020 Compared with Year Ended December 31, 2019



                                                Results
                             2020         2019        Change       % Change
                                             (in millions)
Retail revenues            $ 217.4      $ 242.9      $ (25.5)       (10.5) %
Regulatory amortization        5.0         (2.1)         7.1        338.1
   Total retail revenues     222.4        240.8        (18.4)        (7.6)
Wholesale and other           35.5         35.9         (0.4)        (1.1)
Total Revenues               257.9        276.7        (18.8)        (6.8)
Total Cost of Sales           69.6         78.4         (8.8)       (11.2)
Gross Margin(1)            $ 188.3      $ 198.3      $ (10.0)        (5.0) %

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



                                               Revenues                                 Dekatherms                                  Customer Counts
                                        2020               2019                2020                    2019                  2020                      2019
                                                                   (in thousands)
Montana                             $ 103,457          $ 109,395               13,893                  15,262                177,335                  174,862
South Dakota                           21,547             25,763                2,993                   3,322                 40,612                   40,129
Nebraska                               16,861             20,194                2,561                   2,826                 37,576                   37,424
Residential                           141,865            155,352               19,447                  21,410                255,523                  252,415
Montana                                51,349             55,669                7,166                   8,115                 24,497                   24,205
South Dakota                           14,316             19,305                3,003                   3,590                  6,895                    6,812
Nebraska                                8,066             10,572                1,784                   2,085                  4,974                    4,914
Commercial                             73,731             85,546               11,953                  13,790                 36,366                   35,931
Industrial                                840                996                  122                     151                    231                      239
Other                                     923              1,012                  152                     168                    153                      164
Total Retail Gas                    $ 217,359          $ 242,906               31,674                  35,519                292,273                  288,749



                                                           Heating Degree Days                                                 2020 as compared with:
                                     2020                       2019                  Historic Average                  2019                      Historic Average
Montana                             7,505                      8,647                        7,819                    13% warmer                      4% warmer
South Dakota                        7,445                      8,478                        7,702                    12% warmer                      3% warmer
Nebraska                            5,676                      6,571                        6,359                    14% warmer                      11% warmer



                                       46

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The following summarizes the components of the changes in natural gas gross margin for the years ended December 31, 2020 and 2019 (in millions):

Gross Margin


                                                                            2020 vs. 2019
Gross Margin Items Impacting Net Income
Retail volumes                                                         $               (10.6)

Montana rates                                                                           (1.2)
Other                                                                                    1.3
Change in Gross Margin Impacting Net Income                                            (10.5)

Gross Margin Items Offset Within Net Income
Property taxes recovered in revenue, offset in property tax expense                      0.5

Operating expenses recovered in revenue, offset in operating expense

              0.1

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

                                                                             (0.1)
Change in Items Offset Within Net Income                                                 0.5
Decrease in Gross Margin(1)                                            $               (10.0)

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



Gross margin decreased $10.0 million, including a $10.5 million decrease from
items impacting net income and a $0.5 million increase from items offset within
net income.

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



•A decrease in gas volumes due to warmer winter weather, offset in part by
customer growth. In addition, impacts of the COVID-19 pandemic drove a decline
of approximately of $1-$2 million, as a result of lower customer usage; and
•A reduction of rates due to 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.









                                       47

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LIQUIDITY AND CAPITAL RESOURCES





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

We issue debt securities to refinance retiring maturities, reduce revolver debt,
fund construction programs and for other general corporate purposes. To fund our
strategic growth opportunities we utilize available cash flow, debt capacity and
equity issuances that allows us to maintain investment grade ratings. We plan to
maintain a 50 - 55 percent debt to total capital ratio excluding finance leases,
and expect to continue targeting a long-term dividend payout ratio of 60 - 70
percent of earnings per share; however, there can be no assurance that we will
be able to meet these targets. Based upon our current capital expenditure
expectations, we anticipate initiating a 3-year $200 million At-the-Market (ATM)
offering during 2021 and begin issuing equity under that program to help fund
such capital expenditures. Equity issuances will be sized to help maintain and
protect current credit ratings. Capital investment in response to Montana
electric supply resource planning would be incremental to these amounts.
Financing plans are subject to change, depending on capital expenditures,
regulatory outcomes, internal cash generation, market conditions and other
factors.

In response to the COVID-19 pandemic and as a precautionary measure in order to
increase our cash position and preserve financial flexibility in light of
uncertainty in the markets, in April 2020, we entered into a $100 million
364-Day Term Loan Credit Agreement (Term Loan) and borrowed the full amount
under the Term Loan. We used the proceeds to pay down a portion of our
outstanding revolving credit facility borrowings and for general corporate
purposes. The Term Loan bears interest at variable rates tied to the Eurodollar
rate plus a credit spread of 1.50 percent. All principal and unpaid interest
under the Term Loan is due and payable on April 2, 2021. The Term Loan provides
for prepayment of the principal and interest; however, amounts prepaid may not
be reborrowed. The Term Loan requires us to maintain a consolidated indebtedness
to total capitalization ratio of 65 percent or less. Failure to comply with this
covenant would entitle the banks to terminate their lending commitments and to
accelerate the maturity of all amounts outstanding under the Term Loan.

In May 2020, we issued $100 million principal amount of Montana First Mortgage
Bonds and $50 million principal amount of South Dakota First Mortgage Bonds,
each at a fixed interest rate of 3.21 percent maturing on May 15, 2030. We
issued these bonds in transactions exempt from the registration requirements of
the Securities Act of 1933. Proceeds were used to repay a portion of our
outstanding borrowings under our revolving credit facilities and for other
general corporate purposes. The bonds are secured by our electric and natural
gas assets in Montana and South Dakota.

In September 2020, we entered into a new $425 million Credit Facility to replace
our current facility. The Credit Facility increased the capacity from that of
the prior facility by $25 million to $425 million and extended the maturity date
to September 2, 2023 (from December 12, 2021), with uncommitted features that
allow us to request up to two one-year extensions to the maturity date and
increase the size by an additional $75 million with the consent of the lenders.
The Credit Facility does not amortize and is unsecured. Borrowings may be made
at interest rates equal to the Eurodollar rate, plus a margin of 112.5 to 175.0
basis points, or a base rate, plus a margin of 12.5 to 75.0 basis points. A
total of ten banks participate in the facility, with no one bank providing more
than 16 percent of the total availability.

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

As of December 31, 2020, our total net liquidity was approximately $233.8 million, including $5.8 million of cash and $228.0 million of revolving credit facility availability, and there were no letters of credit outstanding. The following table presents additional information about borrowings under our revolving credit facilities during the year ended December 31, 2020 (in millions):


                                       48
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Amount outstanding at year end        $ 222.0
Daily average amount outstanding      $ 136.2
Maximum amount outstanding            $ 305.0
Minimum amount outstanding            $     -


As of February 5, 2021, our availability under our revolving credit facilities was approximately $231.0 million.

Credit Ratings



In general, less favorable credit ratings make debt financing more costly and
more difficult to obtain on terms that are favorable to us and our customers,
may impact our trade credit availability, and could result in the need to issue
additional equity securities. Fitch Ratings (Fitch), Moody's Investors Service
(Moody's), and S&P Global Ratings (S&P) are independent credit-rating agencies
that rate our debt securities. These ratings indicate the agencies' assessment
of our ability to pay interest and principal when due on our debt. As of
February 5, 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             A3                          Baa2                     Prime-2             Stable
S&P                 A-                          BBB                        A-2               Stable


_________________________

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

Capital Requirements



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


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Contractual Obligations and Other Commitments



We have a variety of contractual obligations and other commitments that require
payment of cash at certain specified periods. The following table summarizes our
contractual cash obligations and commitments as of December 31, 2020. See
additional discussion in Note 18 - Commitments and Contingencies to the
Consolidated Financial Statements.
                                    Total                2021               2022               2023               2024               2025             Thereafter
                                                                                          (in thousands)
Long-term debt (1)              $ 2,328,637          $       -          $       -          $ 366,660          $       -          $ 300,000          $ 1,661,977
Finance leases                       17,439              2,668              2,875              3,098              3,337              3,596                1,865
Short-term borrowings               100,000            100,000                  -                  -                  -                  -                    -
Estimated pension and other
postretirement obligations (2)       63,705             12,912             12,905             12,905             12,492             12,491             

N/A


Qualifying facilities liability
(3)                                 551,957             77,722             79,572             81,646             79,384             65,041              168,592
Supply and capacity contracts
(4)                               2,282,132            211,455            190,873            195,085            173,225            170,069            1,341,425
Contractual interest payments
on debt (5)                       1,463,935             85,777             85,502             81,212             79,524             78,358            1,053,562

Total Commitments (6)           $ 6,807,805          $ 490,534          $ 371,727          $ 740,606          $ 347,962          $ 629,555          $ 4,227,421


___________________________

(1)Represents cash payments for long-term debt and excludes $13.4 million of
debt discounts and debt issuance costs, net.
(2)We have estimated cash obligations related to our pension and other
postretirement benefit programs for five years, as it is not practicable to
estimate thereafter. The pension and other postretirement benefit estimates
reflect our expected cash contributions, which may be in excess of minimum
funding requirements.
(3)Certain QFs require us to purchase minimum amounts of energy at prices
ranging from $63 to $136 per MWH through 2029. Our estimated gross contractual
obligation related to these QFs is approximately $552.0 million. A portion of
the costs incurred to purchase this energy is recoverable through rates
authorized by the MPSC, totaling approximately $448.5 million.
(4)We have entered into various purchase commitments, largely purchased power,
electric transmission, coal and natural gas supply and natural gas
transportation contracts. These commitments range from one to 24 years. The
energy supply costs incurred under these contracts are generally recoverable
through rate mechanisms approved by the MPSC, as further described in Footnote 3
- Regulatory Matters.
(5)Contractual interest payments include our revolving credit facilities, which
have a variable interest rate. We have assumed an average interest rate of 1.39
percent 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 18 - Commitments and
Contingencies) and asset retirement obligations (AROs) (see Note 6 - Asset
Retirement Obligations) as the amount and timing of cash payments may be
uncertain.

Other Obligations - As a co-owner of Colstrip, we have provided our
proportionate share of surety bonds of approximately $22.8 million and $13.2
million as of December 31, 2020 and 2019, respectively, to ensure the operation
and maintenance of remedial and closure actions are carried out under the
Administrative Order on Consent Regarding Impacts Related to Wastewater
Facilities Comprising the Closed-Loop System at Colstrip Steam Electric
Stations, Colstrip Montana (the AOC) as required by the Montana Department of
Environmental Quality (MDEQ). As work is completed and costs are incurred under
the AOC, the surety bonds will be reduced.
                                       50
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Factors Impacting our Liquidity



Supply Costs - Our operations are subject to seasonal fluctuations in cash flow.
During the heating season, which is primarily from November through March, cash
receipts from natural gas and electric sales typically exceed cash requirements.
During the summer months, cash on hand, together with the seasonal increase in
cash flows and utilization of our existing revolver, are used to purchase
natural gas to place in storage, perform maintenance and make capital
improvements. 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 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 percent of the variance above or below
the established base revenues and actual costs collected from or refunded to
customers. PCCAM electric supply rates are adjusted annually. In periods of
significant fluctuation of loads and / or market prices, our cash flows are not
adjusted until the following period, requiring us to absorb certain power cost
increases before we are allowed to recover increases from customers.

As of December 31, 2020, we have under collected our supply costs recovered through tracking mechanisms by approximately $5.7 million. We under collected our supply costs by approximately $32.5 million as of December 31, 2019.

Cash Flows



The following table summarizes our consolidated cash flows for 2020 and 2019 (in
millions):
                                                                        Year Ended December 31,
                                                                       2020                  2019
Operating Activities
Net income                                                        $      155.2          $     202.1
Non-cash adjustments to net income                                       174.3                165.8
Changes in working capital                                                48.1                (53.0)
Other noncurrent assets and liabilities                                  (25.5)               (18.2)
Cash Provided by Operating Activities                                    352.1                296.7

Investing Activities
Property, plant and equipment additions                                 (405.8)              (316.0)

Investment in equity securities                                              -                 (0.1)
Cash Used in Investing Activities                                       (405.8)              (316.1)

Financing Activities

Issuances of long-term debt                                              150.0                150.0
Issuances of short-term borrowings                                       100.0                    -
Dividends on common stock                                               (120.4)              (115.1)
Line of credit repayments, net                                           (67.0)               (19.0)
Financing costs                                                           (2.6)                (1.1)
Other                                                                     (1.3)                 1.4
Cash Provided by Financing Activities                                     58.7                 16.2

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

$        5.0          $      (3.2)
Cash, Cash Equivalents, and Restricted Cash, beginning of period  $       12.1          $      15.3
Cash, Cash Equivalents, and Restricted Cash, end of period        $       17.1          $      12.1



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Cash Flows Provided By Operating Activities



As of December 31, 2020, our cash, cash equivalents, and restricted cash were
$17.1 million as compared with $12.1 million at December 31, 2019. Cash provided
by operating activities totaled $352.1 million for the year ended December 31,
2020 as compared with $296.7 million during 2019. This increase in in operating
cash flows is primarily due to improved collections of energy supply costs in
the current period, as compared with higher procured supply costs and payments
reducing cash flows in 2019, including credits to Montana customers of
approximately $20.5 million and transmission generation interconnection refunds.
These improvements were offset in part by reduced net income.

Cash Flows Used In Investing Activities



Cash used in investing activities totaled $405.8 million during the year ended
December 31, 2020, as compared with $316.1 million during 2019. Plant additions
during 2020 include maintenance additions of approximately $269.5 million, and
capacity related capital expenditures of approximately $136.3 million. Plant
additions during 2019 included maintenance additions of approximately $225.6
million, and capacity related capital expenditures of approximately $90.4
million.

Cash Flows Provided by Financing Activities



Cash provided by financing activities totaled $58.7 million during 2020 as
compared with $16.2 million during 2019. During 2020, net cash provided by
financing activities reflects the proceeds from the issuance of debt of $150.0
million and short-term borrowings of $100.0 million, offset in part by payments
of dividends of $120.4 million and net repayments under our revolving lines of
credit of $67.0 million. During 2019, net cash provided by financing activities
reflects the proceeds from the issuance of debt of $150.0 million, offset in
part by the payment of dividends of $115.1 million and net repayments under our
revolving lines of credit of $19.0 million.


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CRITICAL ACCOUNTING POLICIES AND ESTIMATES





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

We have identified the policies and related procedures below as critical to
understanding our historical and future performance, as these polices affect the
reported amounts of revenue and require the use of estimates, assumptions, and
judgment to determine matters that are inherently uncertain.

Regulatory Assets and Liabilities



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

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

Pension and Postretirement Benefit Plans



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

Assumptions

Key actuarial assumptions utilized in determining these costs include:

•Discount rates used in determining the future benefit obligations; •Expected long-term rate of return on plan assets; and •Mortality assumptions.

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



We set the discount rate using a yield curve analysis, which projects benefit
cash flows into the future and then discounts those cash flows to the
measurement date using a yield curve. This is done by constructing a
hypothetical bond portfolio whose cash flow from coupons and maturities matches
the year-by-year projected benefit cash flow from our plans. Based on this
analysis as of December 31, 2020, our discount rate on the NorthWestern
Corporation pension plan is 2.20 percent and on the NorthWestern Energy pension
plan is 2.30 percent.
                                       53
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In determining the expected long-term rate of return on plan assets, we review
historical returns, the future expectations for returns for each asset class
weighted by the target asset allocation of the pension and postretirement
portfolios, and long-term inflation assumptions. Our expected long-term rate of
return on assets assumptions are 3.01 percent and 4.17 percent on the
NorthWestern Corporation and NorthWestern Energy pension plan, respectively, for
2021.

Cost Sensitivity

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


                                                                                 Impact on              Impact on Projected
Actuarial Assumption                          Change in Assumption             Pension Cost             Benefit Obligation
Discount rate increase                                        0.25  %       $         (2,033)         $            (27,449)
Discount rate decrease                                       (0.25) %                  2,135                        29,043
Rate of return on plan assets
increase                                                      0.25  %                 (1,492)                             N/A
Rate of return on plan assets
decrease                                                     (0.25) %                  1,492                              N/A



Accounting Treatment

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

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

Income Taxes



Judgment and the use of estimates are required in developing the provision for
income taxes and reporting of tax-related assets and liabilities. Deferred
income tax assets and liabilities represent the future effects on income taxes
from temporary differences between the bases of assets and liabilities for
financial reporting and tax purposes. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to reverse. The
probability of realizing deferred tax assets is based on forecasts of future
taxable income and the availability of tax planning strategies that can be
implemented, if necessary, to realize deferred tax assets. We establish a
valuation allowance when it is more likely than not that all, or a portion of, a
deferred tax asset will not be realized. Exposures exist related to various tax
filing positions, which may require an extended period of time to resolve and
may result in income tax adjustments by taxing authorities. We have reduced
deferred tax assets or established liabilities based on our best estimate of
future probable adjustments related to these exposures. On a quarterly basis, we
evaluate exposures in light of any additional information and make adjustments
as necessary to reflect the best estimate of the future outcomes. As of
December 31, 2020, we had approximately $78.6 million of consolidated NOLs prior
to consideration of unrecognized tax benefits to offset federal taxable income
in future years. We believe our deferred tax assets and established liabilities
are appropriate for estimated exposures; however, actual results may differ
significantly from these estimates.

The interpretation of tax laws involves uncertainty. Ultimate resolution of
income tax matters may result in favorable or unfavorable impacts to net income
and cash flows and adjustments to tax-related assets and liabilities could be
material. The uncertainty and judgment involved in the determination and filing
of income taxes is accounted for by prescribing a minimum recognition threshold
that a tax position is required to meet before being recognized in the
Consolidated Financial Statements. We recognize tax positions that meet the
more-likely-than-not threshold as the largest amount of tax benefit that is
greater than 50 percent likely of being realized upon ultimate settlement with a
taxing authority that has full knowledge of all relevant information. We have
unrecognized tax benefits of approximately $33.5 million as of December 31,
2020. The resolution of tax matters in a particular future period could have a
material impact on our provision for income taxes, results of operations and our
cash flows.

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Qualifying Facilities Liability



Our electric QF liability consists of unrecoverable costs associated with
contracts covered under PURPA that are part of a 2002 stipulation with the MPSC
and other parties. Under the terms of these contracts, we are required to
purchase minimum amounts of energy at prices ranging from $63 to $136 per MWH
through June 2029. Our estimated gross contractual obligation is approximately
$552.0 million through June 2029. A portion of the costs incurred to purchase
this energy is recoverable through rates, totaling approximately $448.5 million
through June 2029. We maintain an electric QF liability based on the net present
value (discounted at 7.75 percent) of the difference between our estimated
obligations under the QFs and the fixed amounts recoverable in rates.

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

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


                            NEW ACCOUNTING STANDARDS

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


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