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. 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, 20    20    .

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
months ended March 31, 2021 and 2020.

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                   HOW WE PERFORMED AGAINST OUR FIRST QUARTER 2020 RESULTS


                                                                                Three Months Ended
                                                                              March 31, 2021 vs. 2020
                                                                  Income Before           Income Tax
                                                                  Income Taxes         (Expense) Benefit         Net Income
                                                                                       (in millions)
First Quarter 2020                                               $       48.9          $          1.8          $      50.7
Items increasing (decreasing) net income:
Higher electric retail volumes                                            4.1                    (1.0)                 3.1

Lower operating, general, and administrative expenses impacting net income

                                                      3.6                    (0.9)                 2.7

Higher Montana natural gas volumes                                        2.8                    (0.7)                 2.1
Higher Montana electric transmission revenue                              2.1                    (0.5)                 1.6
Lower Montana electric supply cost recovery                              (1.4)                    0.4                 (1.0)
Higher depreciation and depletion                                        (1.7)                    0.4                 (1.3)
Other                                                                     4.7                     0.5                  5.2
First Quarter 2021                                               $       63.1          $            -          $      63.1
Change in Net Income                                                                                           $      12.4


Consolidated net income for the three months ended March 31, 2021 was $63.1
million as compared with $50.7 million for the same period in 2020. This
increase was primarily due to improved gross margin from colder winter weather
and lower operating costs, partly offset by higher Montana electric supply costs
and depreciation expense, and lower income tax benefit.

                              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. We have
taken extra 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. 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.

We continue to work with customers who have been unable to pay during the
COVID-19 pandemic, including offering extended payment arrangements. In each of
our jurisdictions, we have experienced a significant improvement in our past due
customer account balances that peaked during the third quarter of 2020. We are
subject to certain annual winter disconnection procedures, which were in effect
from November 1, 2020 through March 31, 2021.

The future impacts of the COVID-19 pandemic remain uncertain. Further extension
of the slowdown of 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
reduced 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.

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


                                       21
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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 additional all-source competitive
solicitation requests will be forthcoming, beginning in late 2021 or 2022.

Initial bids for the January 2020 RFP were received in July 2020. Bid submissions were evaluated by an independent party 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 $250 million,
which we will own; and
•Powerex Transaction - a 5-year power purchase agreement for 100 MWs of capacity
and energy products originating predominately from hydroelectric resources.

We also anticipate finalizing an agreement for an energy storage contract
shortly to fill the 5-hour duration tier identified in the January 2020 RFP. We
expect to request MPSC approval of the Laurel Generating Station, and possibly
an energy storage contract, in May 2021.

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, 2021 over a two-year period. We expect the NPSC to issue a decision during
the second quarter of 2021. We recorded a regulatory asset of approximately $26
million for these costs. The NPSC extended the winter disconnect rules until May
31, 2021 as a result of this cold weather event.

The South Dakota Public Utilities Commission (SDPUC) issued an order allowing
recovery of natural gas costs for the same time period over a one-year period,
effective March 1, 2021. We recorded a regulatory asset of approximately $17.8
million for these costs.

Regulatory Update

We do not expect to make general rate case filings in any of our regulatory
jurisdictions during 2021. On April 15, 2021, we filed a request 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. We anticipate making several
other regulatory filings, primarily in our Montana jurisdiction, including:

•An April 21, 2021 filing requesting approval to increase the forecasted costs
used to develop rates for the recovery of electric power costs through our Power
Costs and Credits Adjustment Mechanism (PCCAM) by approximately $17 million; and
•A May 2021 filing requesting approval to acquire electric capacity resources
identified through our January 2020 RFP discussed above.

Financing Activity



In March 2021, we issued and sold $100 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
million one-year term loan that was due April 2, 2021.

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 $200 million At-the-Market (ATM) offering
during the second quarter of 2021 and begin issuing equity under that program.
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. Any equity issuances will be
sized to maintain and protect our current credit ratings.
                                       22
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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.

OVERALL CONSOLIDATED RESULTS

Three Months Ended March 31, 2021 Compared with the Three Months Ended March 31, 2020



Consolidated net income for the three months ended March 31, 2021 was $63.1
million as compared with $50.7 million for the same period in 2020. This
increase was primarily due to improved gross margin from colder winter weather
and lower operating costs, partly offset by higher Montana electric supply costs
and depreciation expense, and lower income tax benefit.
Consolidated operating revenues for the three months ended March 31, 2021 were
$400.8 million as compared with $335.2 million for the same period in 2020.
Consolidated gross margin for the three months ended March 31, 2021 was $256.3
million as compared with $244.0 million for the same period in 2020, an increase
of $12.3 million.
                                                         Electric                        Natural Gas                          Total
                                                   2021             2020             2021            2020             2021             2020
                                                                                    (dollars in millions)
Reconciliation of operating revenue to gross
margin:
Operating Revenues                              $ 270.1          $ 244.6          $ 130.7          $ 90.6          $ 400.8          $ 335.2
Cost of Sales                                      80.2             63.8             64.3            27.4            144.5             91.2

Gross Margin(1)                                 $ 189.9          $ 180.8          $  66.4          $ 63.2          $ 256.3          $ 244.0

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



                                       Three Months Ended March 31,
                               2021              2020        Change      % Change
                                          (dollars in millions)
Gross Margin
Electric                $    189.9             $ 180.8      $  9.1          5.0  %
Natural Gas                   66.4                63.2         3.2          5.1

Total Gross Margin(1)   $    256.3             $ 244.0      $ 12.3          5.0  %

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

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


                                       23
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                                                                           Gross Margin 2021 vs. 2020
Gross Margin Items Impacting Net Income
Electric retail volumes                                                  $                       4.1
Natural gas retail volumes                                                                       2.8
Electric transmission                                                                            2.1

Montana natural gas production rates                                                            (0.5)
Montana electric supply cost recovery                                                           (1.4)
Other                                                                                            2.9
Change in Gross Margin Impacting Net Income                                                     10.0
Gross Margin Items Offset Within Net Income
Property taxes recovered in revenue, offset in property tax expense                              2.0

Production tax credits reducing revenue, offset in income tax benefit

                      1.1

Operating expenses recovered in revenue, offset in operating expense

                     (0.8)
Change in Gross Margin Items Offset Within Net Income                                            2.3
Increase in Consolidated Gross Margin(1)                                 $                      12.3


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



Consolidated gross margin increased $12.3 million, including a $10.0 million
increase from items impacting net income and a $2.3 million increase from items
offset within net income.

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



•An increase in electric retail revenue driven by residential usage in Montana
primarily due to colder winter weather and overall customer growth. After the
impacts of regulatory amortizations, commercial and industrial revenues were
largely flat;
•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;
•Higher Montana transmission rates, partly offset by lower demand to transmit
energy across our transmission lines due to market conditions and pricing;
•A reduction of rates from the step down of our Montana gas production assets;
and
•Higher Montana electric supply costs as compared with the prior period.

                                                                            

Three Months Ended March 31,


                                                         2021                2020              Change                % Change
                                                                                (dollars in millions)
Operating Expenses (excluding cost of sales)
Operating, general and administrative               $      80.9          $    79.0          $      1.9                      2.4  %
Property and other taxes                                   47.5               44.5                 3.0                      6.7
Depreciation and depletion                                 47.0               45.3                 1.7                      3.8
                                                    $     175.4          $   168.8          $      6.6                      3.9  %


                                       24

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Consolidated operating, general and administrative expenses were $80.9 million
for the three months ended March 31, 2021, as compared with $79.0 million for
the three months ended March 31, 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
Uncollectible accounts                                                          $                 (1.6)

Travel and training                                                                               (0.6)
Labor                                                                                             (0.4)
Generation maintenance                                                                            (0.3)
Employee benefits                                                                                  0.4
Other                                                                                             (1.1)
Change in Items Impacting Net Income                                                              (3.6)

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

                               4.5

Pension and other postretirement benefits, offset in other income

                        1.8
Operating expenses recovered in trackers, offset in revenue                                       (0.8)

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

                                                                                             5.5
Increase in Operating, General & Administrative Expenses                        $                  1.9



Consolidated operating, general and administrative expenses increased $1.9 million, including a $3.6 million decrease from items impacting net income and a $5.5 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:



•Decreased uncollectible accounts due to collections of previously written off
amounts;
•A reduction in travel and training costs due to the impacts of the COVID-19
pandemic;
•Decreased labor costs due to more time being spent by employees on capital
projects than maintenance projects (which are expensed);
•Lower maintenance costs at our electric generation facilities; and
•Higher employee benefit costs primarily due to an increase in medical benefits.

Property and other taxes were $47.5 million for the three months ended March 31,
2021, as compared with $44.5 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 $47.0 million for the three months ended
March 31, 2021, as compared with $45.3 million in the same period of 2020. This
increase was primarily due to plant additions.

Consolidated operating income for the three months ended March 31, 2021 was
$81.0 million as compared with $75.2 million in the same period of 2020. This
increase was primarily due to the increase in gross margin, offset in part by
higher operating expenses.

Consolidated interest expense was $23.5 million for the three months ended March
31, 2021 as compared with $24.3 for the same period of 2020. This decrease was
primarily due to lower interest on our revolving credit facilities and higher
capitalization of Allowance for Funds Used During Construction (AFUDC), slightly
offset by higher borrowings.
                                       25
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Consolidated other income was $5.6 million for the three months ended March 31,
2021 as compared to consolidated other expense of $2.0 million during the same
period of 2020. This increase includes approximately $6.3 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 a $4.5 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 $1.8 million.

Consolidated income tax benefit for the three months ended March 31, 2021 was
less than $0.1 million as compared with to $1.8 million in the same period of
2020. Our effective tax rate for the three months ended March 31, 2021 was 0.0%
as compared with (3.7)% 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 March 31,
                                                                       2021                                 2020
Income Before Income Taxes                               $       63.1                            $ 48.9

Income tax calculated at federal statutory rate                  13.2              21.0  %         10.3              21.0  %

Permanent or flow-through adjustments:
State income tax, net of federal provisions                       0.1               0.1             0.0               0.0
Flow-through repairs deductions                                  (7.8)            (12.5)           (7.4)            (15.2)
Production tax credits                                           (4.3)             (6.8)           (3.6)             (7.4)
Share-based compensation                                         (0.3)             (0.4)           (0.6)             (1.2)

Amortization of excess deferred income tax                       (0.3)             (0.4)           (0.4)             (0.7)
Plant and depreciation of flow-through items                     (0.3)             (0.5)            0.1               0.3
Other, net                                                       (0.3)             (0.5)           (0.2)             (0.5)
                                                                (13.2)            (21.0)          (12.1)            (24.7)

Income tax benefit                                       $        0.0               0.0  %       $ (1.8)             (3.7) %



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.


                                       26
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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 March 31, 2021 Compared with the Three Months Ended March 31,
2020
                                          Revenues                               Change                               Megawatt Hours (MWH)                              Avg. Customer Counts
                                   2021               2020                $                  %                  2021                        2020                  2021                         2020
                                                                                   (in thousands)
Montana                        $  96,020          $  88,639          $  7,381                 8.3  %              800                          734              310,237                        305,969
South Dakota                      17,749             18,918            (1,169)               (6.2)                176                          180               50,806                         50,642
  Residential                    113,769            107,557             6,212                 5.8                 976                          914              361,043                        356,611
Montana                           86,841             86,005               836                 1.0                 789                          791               71,146                         69,691
South Dakota                      24,117             26,495            (2,378)               (9.0)                278                          291               12,721                         12,735
Commercial                       110,958            112,500            (1,542)               (1.4)              1,067                        1,082               83,867                         82,426
Industrial                         9,715              8,759               956                10.9                 613                          675                   77                             78
Other                              4,592              5,249              (657)              (12.5)                 17                           21                4,748                          4,805
Total Retail Electric          $ 239,034          $ 234,065          $  4,969                 2.1  %            2,673                        2,692              449,735                        443,920
Regulatory amortization           14,789             (3,633)           18,422              (507.1)
Transmission                      14,728             12,609             2,119                16.8
Wholesale and Other                1,520              1,584               (64)               (4.0)
Total Revenues                 $ 270,071          $ 244,625          $ 25,446                10.4  %
Total Cost of Sales               80,188             63,834            16,354                25.6
Gross Margin(1)                $ 189,883          $ 180,791          $  9,092                 5.0  %

(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                            3,262                      3,128                        3,293                     4% cooler                      1% warmer
South Dakota                       3,800                      4,029                        4,074                     6% warmer                      7% warmer


                                       27

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The following summarizes the components of the changes in electric gross margin for the three months ended March 31, 2021 and 2020 (in millions):


                                                                           Gross Margin 2021 vs. 2020
Gross Margin Items Impacting Net Income
Retail volumes                                                           $                       4.1
Transmission                                                                                     2.1
Montana electric supply cost recovery                                                           (1.4)
Other                                                                                            2.4
Change in Gross Margin Impacting Net Income                                                      7.2

Gross Margin Items Offset Within Net Income
Property taxes recovered in revenue, offset in property tax expense                              1.6

Production tax credits reducing revenue, offset in income tax benefit

                      1.1

Operating expenses recovered in revenue, offset in operating expense

                     (0.8)
Change in Gross Margin Items Offset Within Net Income                                            1.9
Increase in Gross Margin(1)                                              $                       9.1

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

Gross margin increased $9.1 million, including a $7.2 million increase from items impacting net income and a $1.9 million increase from items offset within net income.

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



•An increase in electric retail revenue driven by residential usage in Montana
primarily due to colder winter weather and overall customer growth. After the
impacts of regulatory amortizations, commercial and industrial revenues were
largely flat;
•Higher Montana transmission rates, partly offset by lower demand to transmit
energy across our transmission lines due to market conditions and pricing; and
•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.


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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 March 31, 2021 Compared with the Three Months Ended March 31,
2020
                                       Revenues                              Change                            Dekatherms (Dkt)                             Avg. Customer Counts
                                2021              2020                $                 %                 2021                   2020                 2021                         2020
                                                                           (in thousands)
Montana                     $  47,012          $ 38,295             8,717               22.8  %           6,086                  5,637              178,996                        176,607
South Dakota                   10,103            10,271              (168)              (1.6)             1,570                  1,584               41,138                         40,589
Nebraska                        8,241             7,687               554                7.2              1,349                  1,295               37,735                         37,622
Residential                    65,356            56,253             9,103               16.2              9,005                  8,516              257,869                        254,818
Montana                        23,781            19,154             4,627               24.2              3,193                  2,923               24,851                         24,464
South Dakota                    6,524             7,294              (770)             (10.6)             1,345                  1,592                6,900                          6,917
Nebraska                        4,401             4,061               340                8.4                910                    889                4,982                          5,000
Commercial                     34,706            30,509             4,197               13.8              5,448                  5,404               36,733                         36,381
Industrial                        482               340               142               41.8                 66                     53                  232                            233
Other                             489               343               146               42.6                 76                     62                  159                            152
Total Retail Gas            $ 101,033          $ 87,445          $ 13,588               15.5  %          14,595                 14,035              294,993                        291,584
Regulatory amortization        20,368            (6,348)           26,716             (420.9)
Wholesale and other             9,331             9,533              (202)              (2.1)
Total Revenues              $ 130,732          $ 90,630          $ 40,102               44.2  %
Total Cost of Sales            64,325            27,438            36,887              134.4
Gross Margin(1)             $  66,407          $ 63,192          $  3,215                5.1  %

(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                             3,262                      3,136                        3,331                    4% cooler                      2% warmer
South Dakota                        3,800                      4,029                        4,074                    6% warmer                      7% warmer
Nebraska                            3,354                      3,074                        3,383                    9% cooler                      1% warmer




                                       29

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The following summarizes the components of the changes in natural gas gross margin for the three months ended March 31, 2021 and 2020:

Gross Margin 2021 vs. 2020


                                                                              (in millions)
Gross Margin Items Impacting Net Income
Retail volumes                                                        $                       2.8
Montana rates                                                                                (0.5)
Other                                                                                         0.5
Change in Gross Margin Impacting Net Income                                                   2.8

Gross Margin Items Offset Within Net Income



Property tax revenue, offset in property tax expense                                          0.4

Change in Gross Margin Items Offset Within Net Income                                         0.4
Increase in Gross Margin(1)                                           $                       3.2

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



Gross margin increased $3.2 million, including a $2.8 million increase for items
impacting net income and a $0.4 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
•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.


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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 March 31, 2021, our total net liquidity was approximately $187.9 million,
including $8.9 million of cash and $179.0 million of revolving credit facility
availability. As of March 31, 2021, there were no letters of credit outstanding
and $271.0 million in outstanding borrowings under our credit facilities.
Availability under our credit facilities was $205.0 million as of April 16,
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.

We anticipate initiating a 3-year $200 million At-the-Market (ATM) offering
during the second quarter of 2021 and begin issuing equity under that program in
balance with our current capital expenditure plans. 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. Any equity issuances will be sized to maintain and protect
our current credit ratings.
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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% 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 March 31, 2021, we have under collected our costs recovered through
tracking mechanisms by approximately $32.8 million. We under collected our costs
by approximately $5.7 million as of December 31, 2020 and under collected our
costs by approximately $21.5 million as of March 31, 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
April 16, 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):


                                                                               Three Months Ended
                                                                                    March 31,
                                                                            2021                   2020
Operating Activities
Net income                                                           $      63.1               $     50.7
Non-cash adjustments to net income                                          46.8                     48.7
Changes in working capital                                                 (21.9)                    62.2
Other noncurrent assets and liabilities                                    (22.3)                    (3.5)
Cash Provided by Operating Activities                                       65.7                    158.1

Investing Activities
Property, plant and equipment additions                                    (77.9)                   (78.4)

Cash Used in Investing Activities                                          (77.9)                   (78.4)

Financing Activities



Issuance of long-term debt, net                                             99.9                        -
Repayments of short-term borrowings                                       (100.0)                       -
Line of credit borrowings, net                                              49.0                      6.0
Dividends on common stock                                                  (31.1)                   (30.1)
Financing costs                                                             (0.4)                    (0.1)
Other                                                                       (0.3)                    (2.5)
Cash Provided by (Used in) Financing Activities                             17.1                    (26.7)

Increase in Cash, Cash Equivalents, and Restricted Cash                      4.9                     53.0
Cash, Cash Equivalents, and Restricted Cash, beginning of period            17.1                     12.1
Cash, Cash Equivalents, and Restricted Cash, end of period           $      22.0               $     65.1

Cash Provided by Operating Activities



As of March 31, 2021, cash, cash equivalents, and restricted cash were $22.0
million as compared with $17.1 million at December 31, 2020 and $65.1 million at
March 31, 2020. Cash provided by operating activities totaled $65.7 million for
the three months ended March 31, 2021 as compared with $158.1 million during the
three months ended March 31, 2020. This decrease in operating cash flows is
primarily due to an $80.9 million increase in market purchases of supply during
the February cold weather event resulting in an undercollection of supply costs
from customers in the current period, and a refund of approximately $20.5
million to our FERC regulated wholesale customers.

Cash Used in Investing Activities



Cash used in investing activities decreased by approximately $0.5 million as
compared with the first three months of 2020. Plant additions during the first
three months of 2021 include maintenance additions of approximately $53.8
million and capacity related capital expenditures of $24.1 million. Plant
additions during the first three months of 2020 included maintenance additions
of approximately $54.5 million and capacity related capital expenditures of
approximately $23.9 million.

Cash Provided by (Used in) Financing Activities



Cash provided by financing activities totaled $17.1 million during the three
months ended March 31, 2021 as compared with cash used in financing activities
of $26.7 million during the three months ended March 31, 2020. During the three
months ended March 31, 2021, cash provided by financing activities reflects net
proceeds from the issuance of debt of $99.9 million and net issuances under our
revolving lines of credit of $49.0 million, offset in part by repayments of our
short-term borrowings of $100.0 million and payment of dividends of $31.1
million. During the three months ended March 31, 2020, net cash used in
financing activities reflects payment of dividends of $30.1 million, offset in
part by net issuances under our revolving lines of credit of $6.0 million.
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Capital Requirements



Our capital expenditures program is subject to continuing review and
modification. Actual utility construction expenditures may vary from estimates
due to changes in electric and natural gas projected load growth, changing
business operating conditions and other business factors. We anticipate funding
capital expenditures through cash flows from operations, available credit
sources, debt and equity issuances. 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 March 31, 2021, there have been no material changes
in our estimated capital expenditures.

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 March 31, 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)             $ 2,477,637          $       -          $       -          $ 415,660          $ 100,000          $ 300,000          $ 1,661,977
Finance leases                      16,797              2,026              2,875              3,097              3,338              3,596                1,865

Estimated pension and other
postretirement obligations (2)      61,877             11,084             12,905             12,905             12,492             12,491                      NA
Qualifying facilities
liability (3)                      532,527             58,292             79,572             81,646             79,384             65,041              168,592
Supply and capacity contracts
(4)                              2,289,036            182,716            191,130            192,205            169,743            166,443            

1,386,799


Contractual interest payments
on debt (5)                      1,556,224             65,328             87,104             85,177             79,760             78,358            

1,160,497

Total Commitments (6) $ 6,934,098 $ 319,446 $ 373,586 $ 790,690 $ 444,717 $ 625,929 $ 4,379,730

_________________________


(1)Represents cash payments for long-term debt and excludes $13.5 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 $64 to $136 per MWH through 2029. Our estimated gross contractual
obligation related to these QFs is approximately $532.5 million. A portion of
the costs incurred to purchase this energy is recoverable through rates
authorized by the MPSC, totaling approximately $433.5 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.
(5)Contractual interest payments includes 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 and $22.8 million
as of March 31, 2021 and December 31, 2020, respectively, on behalf of the
operator to ensure the operation and maintenance of remedial and closure actions
are carried out related to the Administrative Order on Consent Regarding Impacts
Related to Wastewater Facilities Comprising the Closed-Loop System at Colstrip
Steam Electric Stations, Colstrip Montana (the AOC) as required by the MDEQ. As
costs are incurred under the AOC, the surety bonds will be reduced.


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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 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 March 31, 2021, there have been no material changes in these policies.


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