Please wait

NORTHWESTERN ENERGY GROUP

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025

 

 

NORTHWESTERN ENERGY GROUP

 

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

 

(Unaudited)

 

(in thousands, except per share amounts)

 

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

 

2025

 

 

 

2024

 

 

2025

 

 

2024

 

Revenues

 

 

 

 

 

 

 

 

 

 

 

 

Electric

$

279,468

 

$

260,134

 

$

614,951

 

$

603,320

 

Gas

 

63,245

 

 

59,795

 

 

194,392

 

 

191,951

 

Total Revenues

 

342,713

 

 

319,929

 

 

809,343

 

 

795,271

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

Fuel, purchased supply and direct transmission

 

 

 

 

 

 

 

 

 

 

 

 

expense (exclusive of depreciation and depletion

 

75,271

 

 

76,480

 

 

213,468

 

 

251,201

 

shown separately below)

 

 

 

 

 

 

 

 

 

 

 

 

Operating and maintenance

 

62,336

 

 

57,367

 

 

119,045

 

 

111,549

 

Administrative and general

 

33,773

 

 

31,281

 

 

75,130

 

 

71,726

 

Property and other taxes

 

48,168

 

 

36,256

 

 

91,408

 

 

83,427

 

Depreciation and depletion

 

62,379

 

 

56,933

 

 

124,779

 

 

113,676

 

Total Operating Expenses

 

281,927

 

 

258,317

 

 

623,830

 

 

631,579

 

Operating income

 

60,786

 

 

61,612

 

 

185,513

 

 

163,692

 

Interest expense, net

 

(36,254)

 

 

(31,875)

 

 

(72,765)

 

 

(62,854)

 

Other income, net

 

78

 

 

6,160

 

 

4,006

 

 

10,479

 

Income before income taxes

 

24,610

 

 

35,897

 

 

116,754

 

 

111,317

 

Income tax expense

 

(3,382)

 

 

(4,243)

 

 

(18,586)

 

 

(14,577)

 

Net Income

$

21,228

 

$

31,654

 

$

98,168

 

$

96,740

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Average Common Shares Outstanding

 

61,381

 

 

61,289

 

 

61,360

 

 

61,277

 

Basic Earnings per Average Common Share

$

0.35

 

$

0.52

 

$

1.60

 

$

1.58

 

Diluted Earnings per Average Common Share

$

0.35

 

$

0.52

 

$

1.60

 

$

1.58

 

Dividends Declared per Common Share

$

0.66

 

$

0.65

 

$

1.32

 

$

1.30

 

 

 

See Notes to Condensed Consolidated Financial Statements

 

 

1


NORTHWESTERN ENERGY GROUP

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

 

 

 

 

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

Net Income

 

$

21,228

 

$

31,654

 

$

98,168

 

$

96,740

Other comprehensive income, net of tax:

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustment

 

 

4

 

 

(1)

 

 

5

 

 

(2)

Reclassification of net losses on derivative instruments

 

 

113

 

 

113

 

 

226

 

 

226

Total Other Comprehensive Income

 

 

117

 

 

112

 

 

231

 

 

224

Comprehensive Income

 

$

21,345

 

$

31,766

 

$

98,399

 

$

96,964

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See Notes to Condensed Consolidated Financial Statements

 

 

 

 

2


NORTHWESTERN ENERGY GROUP

 

 

 

 

 

 

CONDENSED CONSOLIDATED BALANCE SHEETS

 

 

 

 

 

(Unaudited)

 

 

 

 

 

 

(in thousands, except share data)

 

 

 

 

 

 

ASSETS

 

June 30, 2025

 

December 31, 2024

 

 

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

Cash and cash equivalents

$

2,936

 

$

4,283

 

Restricted cash

 

23,612

 

 

24,734

 

Accounts receivable, net

 

154,923

 

 

187,764

 

Inventories

 

125,398

 

 

122,940

 

Regulatory assets

 

67,504

 

 

39,851

 

Prepaid expenses and other

 

28,707

 

 

38,614

 

Total current assets

 

403,080

 

 

418,186

 

Property, plant, and equipment, net

 

6,531,509

 

 

6,398,275

 

Goodwill

 

357,586

 

 

357,586

 

Regulatory assets

 

778,974

 

 

764,414

 

Other noncurrent assets

 

64,818

 

 

59,063

 

Total Assets

$

8,135,967

 

$

7,997,524

 

LIABILITIES AND SHAREHOLDERS' EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

Current maturities of finance leases

$

3,731

 

$

3,596

 

Current portion of long-term debt

 

59,964

 

 

299,950

 

Short-term borrowings

 

100,000

 

 

100,000

 

Accounts payable

 

93,744

 

 

111,794

 

Accrued expenses and other

 

251,932

 

 

254,599

 

Regulatory liabilities

 

28,061

 

 

32,261

 

Total current liabilities

 

537,432

 

 

802,200

 

Long-term finance leases

 

0

 

 

1,865

 

Long-term debt

 

3,029,611

 

 

2,695,343

 

Deferred income taxes

 

702,905

 

 

663,430

 

Noncurrent regulatory liabilities

 

674,431

 

 

660,942

 

Other noncurrent liabilities

 

311,912

 

 

316,044

 

Total Liabilities

 

5,256,291

 

 

5,139,824

 

Commitments and Contingencies (Note 11)

 

 

 

 

 

 

Shareholders' Equity:

 

 

 

 

 

 

Common stock, par value $0.01; authorized 200,000,000 shares; issued and outstanding 64,875,751 and 61,387,122 shares, respectively; Preferred stock, par value $0.01; authorized 50,000,000 shares; none Issued

 

649

 

 

648

 

Treasury stock at cost

 

(97,705)

 

 

(97,394)

 

Paid-in capital

 

2,088,674

 

 

2,084,133

 

Retained earnings

 

894,531

 

 

877,017

 

Accumulated other comprehensive loss

 

(6,473)

 

 

(6,704)

 

Total Shareholders' Equity

 

2,879,676

 

 

2,857,700

 

Total Liabilities and Shareholders' Equity

$

8,135,967

 

$

7,997,524

 

 

 

 

 

 

 

 

 

See Notes to Condensed Consolidated Financial Statements

 

 

 

 

3


NORTHWESTERN ENERGY GROUP

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 

(Unaudited)

 

(in thousands)

 

Six Months Ended June 30,

 

 

2025 2024

 

OPERATING ACTIVITIES:

 

 

 

 

 

Net income

$

98,168

 

$

96,740

Adjustments to reconcile net income to cash provided by operations:

 

 

 

 

 

Depreciation and depletion

 

124,779

 

 

113,676

Amortization of debt issuance costs, discount and deferred hedge gain

 

2,343

 

 

2,337

Stock-based compensation costs

 

4,168

 

 

3,797

Equity portion of allowance for funds used during construction

 

(4,066)

 

 

(9,397)

Loss on disposition of assets

 

151

 

 

21

Impairment of alternative energy storage investment

 

 

4,659

Deferred income taxes

 

16,746

 

 

12,953

Changes in current assets and liabilities:

 

 

 

 

 

Accounts receivable

 

32,841

 

 

62,757

Inventories

 

(2,458)

 

 

(417)

Other current assets

 

9,907

 

 

(1,130)

Accounts payable

 

(27,688)

 

 

(20,693)

Accrued expenses and other

 

(2,861)

 

 

(2,157)

Regulatory assets

 

(27,653)

 

 

(12,398)

Regulatory liabilities

 

(4,200)

 

 

(24,939)

Other noncurrent assets and liabilities

 

(8,576)

 

 

(1,866)

Cash Provided by Operating Activities

 

211,601

 

 

223,943

INVESTING ACTIVITIES:

 

 

 

 

 

Property, plant, and equipment additions

 

(220,978)

 

 

(247,361)

Investment in debt & equity securities

 

(5,778)

 

 

(917)

Cash Used in Investing Activities

 

(226,756)

 

 

(248,278)

FINANCING ACTIVITIES:

 

 

 

 

 

Dividends on common stock

 

(80,654)

 

 

(79,275)

Issuance of long-term debt

 

500,000

 

 

215,000

Issuance of short-term borrowings

 

 

100,000

Repayments on long-term debt

 

(300,000)

 

 

(100,000)

Line of credit repayments, net

 

(103,000)

 

 

(105,000)

Other financing activities, net

 

(3,660)

 

 

(539)

Cash Provided by Financing Activities

 

12,686

 

 

30,186

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

 

(2,469)

 

 

5,851

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

 

29,017

 

 

25,187

Cash, Cash Equivalents, and Restricted Cash, end of period

$

26,548

 

$

31,038

 

 

 

 

 

 

Supplemental Cash Flow Information:

 

 

 

 

 

Cash (received) paid during the period for:

 

 

 

 

 

Production tax credits(1)

 

(8,255)

 

 

Interest

 

67,166

 

 

59,995

Significant non-cash transactions:

 

 

 

 

 

Capital expenditures included in accounts payable

 

32,015

 

 

27,144

 

 

 

1) Proceeds from production tax credits transferred are included in cash provided by operating activities within the Condensed Consolidated Statement of Cash Flows. See Notes to Condensed Consolidated Financial Statements

 

4


 

NORTHWESTERN ENERGY GROUP

 

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

 

(Unaudited)

 

(in thousands, except per share data)

 

 

 

 

 

 

 

 

 

 

Three Months Ended June 30,

 

 

 

 

 

 

 

Number of

Number of

 

Common

 

Treasury

 

 

 

 

Retained

Accumulated Other

 

Total

 

 

Common

Treasury

 

 

 

 

Paid in Capital

 

 

 

Comprehensive

 

Shareholders'

 

 

Shares

Shares

 

Stock

 

Stock

 

 

Earnings

 

Loss

 

Equity

 

Balance at March 31, 2024

64,798

 

3,515

 

$

648

 

$

(97,990)

 

$

2,080,953

 

$

836,951

 

$

(7,544)

 

$

2,813,018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

 

31,654

 

 

 

31,654

 

Foreign currency translation

 

 

 

 

 

(1)

 

 

(1)

 

adjustment, net of tax

 

 

 

 

 

 

 

 

 

 

 

 

Reclassification of net losses on

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

derivative instruments from OCI to net

 

 

 

 

 

113

 

 

113

 

income, net of tax

 

 

 

 

 

 

 

 

Stock-based compensation

5

 

 

 

 

1,732

 

 

 

 

1,732

 

Issuance of shares

(11)

 

 

 

214

 

 

172

 

 

 

 

386

 

Dividends on common stock ($0.650

 

 

 

 

(39,645)

 

 

 

(39,645)

 

per share)

 

 

 

 

 

 

 

 

Balance at June 30, 2024

64,803

 

3,504

 

$

648

 

$

(97,776)

 

$

2,082,857

 

$

828,960

 

$

(7,432)

 

$

2,807,257

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at March 31, 2025

64,870

 

3,497

 

$

649

 

$

(97,935)

 

$

2,086,594

 

$

913,650

 

$

(6,590)

 

$

2,896,368

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

 

21,228

 

 

 

21,228

 

Foreign currency translation

 

 

 

 

 

4

 

 

4

 

adjustment, net of tax

 

 

 

 

 

 

 

 

Reclassification of net losses on

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

derivative instruments from OCI to net

 

 

 

 

 

113

 

 

113

 

income, net of tax

 

 

 

 

 

 

 

 

Stock-based compensation

6

 

 

 

 

1,870

 

 

 

 

1,870

 

Issuance of shares

(8)

 

 

 

230

 

 

210

 

 

 

 

440

 

Dividends on common stock ($0.660

 

 

 

 

(40,347)

 

 

 

(40,347)

 

per share)

 

 

 

 

 

 

 

 

Balance at June 30, 2025

64,876

 

3,489

 

 

649

 

 

(97,705)

 

 

2,088,674

 

 

894,531

 

 

(6,473)

 

 

2,879,676

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5


 

 

 

 

 

 

 

 

 

 

Six Months Ended June 30,

 

 

 

 

 

 

 

Number of

Number of

 

Common

 

Treasury

 

 

 

 

Retained

Accumulated Other

 

Total

 

 

Common

Treasury

 

 

 

 

Paid in Capital

 

 

 

Comprehensive

 

Shareholders'

 

 

Shares

Shares

 

Stock

 

Stock

 

 

Earnings

 

Loss

 

Equity

 

Balance at December 31, 2023

64,762

 

3,513

 

$

648

 

$

(97,926)

 

$

2,078,753

 

$

811,495

 

$

(7,656)

 

$

2,785,314

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

 

96,740

 

 

 

96,740

 

Foreign currency translation

 

 

 

 

 

(2)

 

 

(2)

 

adjustment, net of tax

 

 

 

 

 

 

 

 

 

 

 

 

Reclassification of net losses on

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

derivative instruments from OCI to

 

 

 

 

 

226

 

 

226

 

net income, net of tax

 

 

 

 

 

 

 

 

Stock-based compensation

41

 

 

 

(272)

 

 

3,771

 

 

 

 

3,499

 

Issuance of shares

(9)

 

 

 

422

 

 

333

 

 

 

 

755

 

Dividends on common stock ($1.300

 

 

 

 

(79,275)

 

 

 

(79,275)

 

per share)

 

 

 

 

 

 

 

 

Balance at June 30, 2024

64,803

 

3,504

 

$

648

 

$

(97,776)

 

$

2,082,857

 

$

828,960

 

$

(7,432)

 

$

2,807,257

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2024

64,811

 

3,490

 

$

648

 

$

(97,394)

 

$

2,084,133

 

$

877,017

 

$

(6,704)

 

$

2,857,700

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

 

98,168

 

 

 

98,168

 

Foreign currency translation

 

 

 

 

 

5

 

 

5

 

adjustment, net of tax

 

 

 

 

 

 

 

 

Reclassification of net losses on

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

derivative instruments from OCI to

 

 

 

 

 

226

 

 

226

 

net income, net of tax

 

 

 

 

 

 

 

 

Stock-based compensation

65

 

 

1

 

 

(729)

 

 

4,142

 

 

 

 

3,414

 

Issuance of shares

(1)

 

 

 

418

 

 

399

 

 

 

 

817

 

Dividends on common stock ($1.320

 

 

 

 

(80,654)

 

 

 

(80,654)

 

per share)

 

 

 

 

 

 

 

 

Balance at June 30, 2025

64,876

 

3,489

 

 

649

 

 

(97,705)

 

 

2,088,674

 

 

894,531

 

 

(6,473)

 

 

2,879,676

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See Notes to Condensed Consolidated Financial Statements

 

 

 

6


 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

 

(Reference is made to Notes to Financial Statements included in the NorthWestern Energy Group's Annual Report)

 

(Unaudited)

 

(1) Nature of Operations and Basis of Consolidation

 

NorthWestern Energy Group, doing business as NorthWestern Energy, provides electricity and/or natural gas to approximately 842,100 customers in Montana, South Dakota, Nebraska and Yellowstone National Park, through its subsidiaries NorthWestern Corporation (NW Corp) and NorthWestern Energy Public Service Corporation (NWE Public Service). We have generated and distributed electricity in South Dakota and distributed natural gas in South Dakota and Nebraska since 1923 and have generated and distributed electricity and distributed natural gas in Montana since 2002.

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (GAAP) requires us to make estimates and assumptions that may affect the reported amounts of assets, liabilities, revenues and expenses during the reporting period. Actual results could differ from those estimates. The unaudited Condensed Consolidated Financial Statements (Financial Statements) reflect all adjustments (which unless otherwise noted are normal and recurring in nature) that are, in our opinion, necessary to fairly present our financial position, results of operations and cash flows. The actual results for the interim periods are not necessarily indicative of the operating results to be expected for a full year or for other interim periods. Events occurring subsequent to June 30, 2025 have been evaluated as to their potential impact to the Financial Statements through the date of issuance.

 

The Financial Statements included herein have been prepared by NorthWestern, without audit, pursuant to the rules and regulations of the SEC. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations; however, we believe that the condensed disclosures provided are adequate to make the information presented not misleading. We recommend that these Financial Statements be read in conjunction with the audited financial statements and related footnotes included in the NorthWestern Energy Group Annual Report on Form 10-K for the year ended December 31, 2024.

 

Supplemental Cash Flow Information

 

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the Condensed Consolidated Balance Sheets that sum to the total of the same such amounts shown in the Condensed Consolidated Statements of Cash Flows (in thousands):

 

 

 

June 30,

 

December 31,

 

June 30,

 

December 31,

 

 

 

2025

 

2024

 

2024

 

2023

 

Cash and cash equivalents

$

2,936

$

4,283

$

6,398

$

9,164

 

Restricted cash

 

23,612

 

24,734

 

24,640

 

16,023

 

Total cash, cash equivalents, and restricted cash shown in

$

26,548

$

29,017

$

31,038

$

25,187

 

the Condensed Consolidated Statements of Cash Flows

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Goodwill

 

We completed our annual goodwill impairment test as of April 1, 2025, and no impairment was identified. We calculate the fair value of our reporting units by considering various factors, including valuation studies based primarily on a discounted cash flow analysis, with published industry valuations and market data as supporting information. Key assumptions in the determination of fair value include the use of an appropriate discount rate and estimated future cash flows. In estimating cash flows, we incorporate expected long-term growth rates in our service territory, regulatory stability, and commodity prices (where appropriate), as well as other factors that affect our revenue, expense and capital expenditure projections.

 

 

 

(2) Acquisition

 

In July 2024, NW Corp entered into an Asset Purchase Agreement with Hope Utilities to acquire its Energy West natural gas distribution system and operations serving approximately 33,000 customers located in Great Falls, Cut Bank, and West Yellowstone, Montana. In May 2025, the Montana Public Service Commission (MPSC) approved this acquisition and on July 1, 2025, NW Corp completed this acquisition for approximately $36.5 million in cash, which is subject to certain post-closing working capital adjustments. Determination of the final purchase price and allocation to the acquired assets and assumed liabilities are expected to be completed in the second half of 2025. Upon the completion of the acquisition, NW Corp transferred the utility operations to its two wholly-owned subsidiaries, NorthWestern Great Falls Gas LLC and NorthWestern Cut Bank Gas LLC.

 

 

 

7


 

(3) Regulatory Matters

 

Montana Rate Review

 

In July 2024, we filed a Montana electric and natural gas rate review with the MPSC. In November 2024, the MPSC partially approved our requested interim rates effective December 1, 2024, subject to refund. Subsequently, we modified our request through rebuttal testimony. In March 2025, we filed a natural gas settlement with certain parties. In April 2025, we filed a partial electric settlement with certain other parties. Both settlements are subject to approval by the MPSC.

 

The partial electric settlement includes, among other things, agreement on base revenue increases (excluding base revenues associated with Yellowstone County Generating Station (YCGS)), allocated cost of service, rate design, updates to the amount of revenues associated with property taxes (excluding property taxes associated with YCGS), regulatory policy issues related to requested changes in regulatory mechanisms, and agreement to support a separate motion for revised electric interim rates. The partial electric settlement provides for the deferral and annual recovery of incremental operating costs related to wildfire mitigation and insurance expenses through the Wildfire Mitigation Balancing Account.

 

The natural gas settlement includes, among other things, agreement on base revenues, allocated cost of service, rate design, updates to the amount of revenues associated with property taxes, and agreement to support a separate motion for revised natural gas interim rates.

 

The details of our filing request, as adjusted in rebuttal testimony, are set forth below:

 

Requested Revenue Increase (Decrease) Through Rebuttal Testimony (in millions)

 

 

Electric

 

Natural Gas

Base Rates

$

153.8

 

 

27.9

Power Cost & Credit Adjustment Mechanism (PCCAM)(1)

 

(94.5)

 

 

n/a

Property Tax (tracker base adjustment)(1)

 

(1.3)

 

 

0.1

Total Revenue Increase Requested through Rebuttal Testimony

$

58.0

 

$

28.0

 

 

 

 

 

 

 

(1) These items are flow-through costs. PCCAM reflects our fuel and purchased power costs.

 

The details of our interim rates granted are set forth below:

 

Interim Revenue Increase (Decrease) Granted (in millions)

 

 

 

Electric(1)

 

Natural Gas(2)

Base Rates

$

18.4

 

$

17.4

PCCAM(3)

 

(88.0)

 

 

n/a

Property Tax (tracker base adjustment)(3)(4)

 

7.4

 

 

0.2

Total Interim Revenue Granted

$

(62.2)

 

$

17.6

 

 

 

 

 

 

 

(1)
These electric interim rates were effective December 1, 2024, through May 22, 2025. See further discussion on revised electric interim rates below.

 

(2)
These natural gas interim rates were effective December 1, 2024, and are expected to remain in effect until the MPSC final order rates are effective.
(3)
These items are flow-through costs. PCCAM reflects our fuel and purchased power costs.
(4)
Our requested interim property tax base increase went into effect on January 1, 2025, as part of our 2024 property tax tracker filing.

 

The details of our settlement agreement are set forth below:

 

Requested Revenue Increase (Decrease) through Settlement Agreements (in millions)

 

Electric(1)

Natural Gas

Base Rates:

Base Rates (Settled)

$

66.4

$

18.0

Base Rates - YCGS (Non-settled)(2)(3)

43.9

n/a

Requested Base Rates

110.3

18.0

Pass-through items:

Property Tax (tracker base adjustment) (Settled)(4)

(5.2)

0.1

Property Tax (tracker base adjustment) - YCGS (Non-settled)(2)(4)

4.0

n/a

PCCAM (Non-settled)(2)(3)(4)

(94.5)

n/a

Requested Pass-Through Rates

(95.7)

0.1

Total Requested Revenue Increase

$

14.6

$

18.1

(1)
We implemented these electric rates on July 2, 2025, on an interim basis, subject to refund.

(2)
These items were not included within the partial electric settlement and will be contested items that are expected to be determined in the MPSC's final order.
(3)
Intervenor positions on YCGS propose up to an $11.6 million reduction to the base rate revenue request and an additional $38.4 million decrease to the PCCAM base.
(4)
These items are flow-through costs. PCCAM reflects our fuel and purchased power costs.

On May 23, 2025, as permitted by Montana statute, we implemented our initially requested electric rates, reflecting a base rate revenue increase of $156.5 million, on an interim basis, subject to refund with interest. Within our June 30, 2025 financial statements, we have deferred base rate revenues collected between May 23, 2025, and June 30, 2025, down to our requested revised electric interim rates of $110.3 million as shown within

8


 

the above table. As of June 30, 2025, we have deferred approximately $3.5 million of base rate revenues collected. On June 20, 2025, we submitted the revised electric interim rates as shown within the above table to the MPSC for approval. The MPSC subsequently approved this request and the revised rates were implemented on July 2, 2025.

As discussed above, if the MPSC chooses to accept the intervenors positions on the remaining contested issues or does not accept the Settlement Agreements in its final order, losses related to excess interim revenues collected will be incurred. Additionally, any difference between interim and final approved rates will be refunded to customers with interest. However, if final approved rates are higher than interim rates, we will not recover the difference.

A hearing on the electric and natural gas rate review was held in June 2025, and final briefs are due in August 2025. Interim rates will remain in effect on a refundable basis, with interest, until the MPSC issues a final order.

Nebraska Natural Gas Rate Review

In June 2024, we filed a natural gas rate review with the Nebraska Public Service Commission (NPSC). Interim rates, which increased base natural gas rates $2.3 million, were implemented on October 1, 2024. In April 2025, we reached a settlement agreement with certain parties for a base rate annual revenue increase of $2.4 million. In June 2025, the NPSC approved this settlement agreement and final rates were implemented on July 1, 2025.

 

(4) Income Taxes

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 due to the regulatory impact of flowing through the federal and state tax benefit of repairs deductions, state tax benefit of accelerated tax depreciation deductions (including bonus depreciation when applicable) and production tax credits. The regulatory accounting treatment of these deductions requires immediate income recognition for temporary tax differences of this type, which is referred to as the flow-through method. When the flow-through method of accounting for temporary differences is reflected in regulated revenues, we record deferred income taxes and establish related regulatory assets and liabilities.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBB”) was signed into law, which includes significant changes to the U.S. tax code and related laws. Key provisions of the OBBB include modifications and extensions to certain provisions of the Tax Cuts and Jobs Act of 2017, changes to interest expense limitations, and updates to energy-related tax incentives. We have evaluated the potential impact of the OBBB to our financial statements and determined that the impact is not material.

 

During the three months ended June 30, 2025 income tax expense was $3.4 million compared to $4.2 million for the same period in 2024. For the three months ended June 30, 2025, the effective tax rate was 13.7% compared to 11.8% for the same period in 2024. The higher effective tax rate was primarily due to higher plant depreciation flow through items and lower production tax credits, partly offset by higher flow through repairs deductions.

 

During the six months ended June 30, 2025 income tax expense was $18.6 million compared to $14.6 million for the same period in 2024. For the six months ended June 30, 2025, the effective tax rate was 15.9% compared to 13.1% for the same period in 2024. The higher effective tax rate was primarily due to higher plant depreciation flow through items and lower production tax credits, partly offset by higher flow through repairs deductions.

 

 

 

9


 

(5) Comprehensive Income (Loss)

The following tables display the components of Other Comprehensive Income (Loss), after-tax, and the related tax effects (in thousands):

 

Three Months Ended

 

 

June 30, 2025

 

 

June 30, 2024

 

 

Before-Tax Amount

 

 

Tax Expense

 

 

Net-of-Tax Amount

 

 

Before-Tax Amount

 

 

Tax Expense

 

 

Net-of-Tax Amount

 

Foreign currency translation adjustment

$

4

 

 

$

-

 

 

$

4

 

 

$

(1

)

 

$

-

 

 

$

(1

)

Reclassification of net income on derivative instruments

 

153

 

 

 

(40

)

 

 

113

 

 

 

153

 

 

 

(40

)

 

 

113

 

Other comprehensive income (loss)

$

157

 

 

$

(40

)

 

$

117

 

 

$

152

 

 

$

(40

)

 

$

112

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended

 

 

June 30, 2025

 

 

June 30, 2024

 

 

Before-Tax Amount

 

 

Tax Expense

 

 

Net-of-Tax Amount

 

 

Before-Tax Amount

 

 

Tax Expense

 

 

Net-of-Tax Amount

 

Foreign currency translation adjustment

$

5

 

 

$

-

 

 

$

5

 

 

$

(2

)

 

$

-

 

 

$

(2

)

Reclassification of net income on derivative instruments

 

306

 

 

 

(80

)

 

 

226

 

 

 

306

 

 

 

(80

)

 

 

226

 

Other comprehensive income (loss)

$

311

 

 

$

(80

)

 

$

231

 

 

$

304

 

 

$

(80

)

 

$

224

 

 

Balances by classification included within accumulated other comprehensive loss (AOCL) on the Condensed Consolidated Balance Sheets are as follows, net of tax (in thousands):

 

 

 

June 30, 2025

 

December 31, 2024

Foreign currency translation

$

1,438

 

$

1,433

Derivative instruments designated as cash flow hedges

 

(8,695)

 

 

(8,921)

Postretirement medical plans

 

784

 

 

784

Accumulated other comprehensive loss

$

(6,473)

 

$

(6,704)

 

 

 

 

 

 

 

The following tables display the changes in AOCL by component, net of tax (in thousands):

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

 

 

 

 

 

 

 

 

 

June 30, 2025

 

 

 

 

 

 

Affected Line Item

 

Interest Rate

 

 

 

 

 

 

 

 

 

 

in the Condensed

 

Derivative

 

 

 

 

 

 

 

 

 

 

Consolidated

 

Instruments

 

Postretirement

Foreign Currency

 

 

 

 

Statements of

 

Designated as

 

 

 

 

Total

 

 

Income

Cash Flow Hedges

 

Medical Plans

Translation

 

 

 

Beginning balance

 

 

$

(8,808)

 

$

784

 

$

1,434

 

$

(6,590)

 

Other comprehensive income before

 

 

 

 

 

 

 

 

 

 

 

 

 

 

reclassifications

 

 

 

 

 

4

 

 

4

 

Amounts reclassified from AOCL

Interest Expense

 

113

 

 

 

 

113

 

Net current-period other comprehensive income

 

 

 

113

 

 

 

 

4

 

 

117

 

Ending balance

 

 

$

(8,695)

 

$

784

 

$

1,438

 

$

(6,473)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10


 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

 

 

 

 

 

 

 

 

 

June 30, 2024

 

 

 

 

 

 

Affected Line Item

 

Interest Rate

 

 

 

 

 

 

 

 

 

 

in the Condensed

 

Derivative

 

 

 

 

 

 

 

 

 

 

Consolidated

 

Instruments

 

Postretirement

Foreign Currency

 

 

 

 

Statements of

 

Designated as

 

 

 

 

Total

 

 

Income

Cash Flow Hedges

 

Medical Plans

Translation

 

 

 

Beginning balance

 

 

$

(9,260)

 

$

280

 

$

1,436

 

$

(7,544)

 

Other comprehensive loss before

 

 

 

 

 

 

 

 

 

 

 

 

 

 

reclassifications

 

 

 

 

 

(1)

 

 

(1)

 

Amounts reclassified from AOCL

Interest Expense

 

113

 

 

 

 

113

 

Net current-period other comprehensive income (loss)

 

 

 

113

 

 

 

 

(1)

 

 

112

 

Ending balance

 

 

$

(9,147)

 

$

280

 

$

1,435

 

$

(7,432)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended

 

 

 

 

 

 

 

 

 

 

 

 

June 30, 2025

 

 

 

 

 

 

Affected Line Item

 

Interest Rate

 

Defined Benefit

 

 

 

 

 

 

 

in the Condensed

 

Derivative

 

 

 

 

 

 

 

 

 

Consolidated

 

Instruments

 

Pension Plan and

Foreign Currency

 

 

 

 

Statements of

 

Designated as

 

Postretirement

 

 

Total

 

 

Income

Cash Flow Hedges

 

Medical Plans

Translation

 

 

 

Beginning balance

 

 

$

(8,921)

 

$

784

 

$

1,433

 

$

(6,704)

 

Other comprehensive loss before

 

 

 

 

 

 

 

 

 

 

 

 

 

 

reclassifications

 

 

 

 

 

5

 

 

5

 

Amounts reclassified from AOCL

Interest Expense

 

226

 

 

 

 

226

 

Net current-period other comprehensive income

 

 

 

226

 

 

 

 

5

 

 

231

 

Ending balance

 

 

$

(8,695)

 

$

784

 

$

1,438

 

$

(6,473)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended

 

 

 

 

 

 

 

 

 

 

 

 

June 30, 2024

 

 

 

 

 

 

Affected Line Item

 

Interest Rate

 

 

 

 

 

 

 

 

 

 

in the Condensed

 

Derivative

 

Pension and

 

 

 

 

 

 

 

Consolidated

 

Instruments

 

 

Foreign Currency

 

 

 

 

Statements of

 

Designated as

 

Postretirement

 

 

Total

 

 

Income

Cash Flow Hedges

 

Medical Plans

Translation

 

 

 

Beginning balance

 

 

$

(9,373)

 

$

280

 

$

1,437

 

$

(7,656)

 

Other comprehensive loss before

 

 

 

 

 

 

 

 

 

 

 

 

 

 

reclassifications

 

 

 

 

 

(2)

 

 

(2)

 

Amounts reclassified from AOCL

Interest Expense

 

226

 

 

 

 

226

 

Net current-period other comprehensive income (loss)

 

 

 

226

 

 

 

 

(2)

 

 

224

 

Ending balance

 

 

$

(9,147)

 

$

280

 

$

1,435

 

$

(7,432)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(6) Financing Activities

 

On March 21, 2025, NW Corp issued and sold $400.0 million aggregate principal amount of Montana First Mortgage Bonds at a fixed interest rate of 5.07 percent maturing on March 21, 2030. These bonds were issued and sold to certain initial purchasers without being registered under the Securities Act of 1933, as amended (Securities Act), in reliance upon exemptions therefrom in compliance with Rule 144A under the Securities Act, or under Regulation S under the Securities Act for sales to non-U.S. persons. Proceeds were utilized to redeem NW Corp's $161.0 million of 5.01 percent Montana First Mortgage Bonds due May 1, 2025 and $75.0 million of 3.11 percent Montana First Mortgage Bonds due July 1, 2025, to repay outstanding borrowings under our NW Corp revolving credit facility, and for general utility purposes.

 

On April 11, 2025, we amended our existing NorthWestern Energy Group $100.0 million Term Loan Credit Agreement to extend the maturity date from April 11, 2025 to April 10, 2026.

 

On May 1, 2025, NWE Public Service issued and sold $100.0 million aggregate principal amount of South Dakota First Mortgage Bonds at a fixed interest rate of 5.49 percent maturing on May 1, 2035. These bonds were issued in transactions exempt from the registration requirements of the Securities Act of 1933. Proceeds were utilized to repay at maturity $64.0 million of NWE Public Service's 5.01 percent South Dakota First Mortgage Bonds due on May 1, 2025 and for other general utility purposes.

 

11


 

 

 

(7) Segment Information

 

Our reportable segments are engaged in the electric and natural gas utility businesses.

 

Our Chief Operating Decision Maker (CODM), who is our Chief Executive Officer, uses segment net income to evaluate if our operating segments are earning their authorized rate of return and in the annual budget and forecasting process. Our CODM also uses segment net income to determine how to allocate capital resources between our operating segments and when to allocate the resources necessary to file for rate reviews. Segment asset and capital expenditure information is not provided for our reportable segments. As an integrated electric and gas utility, we operate significant assets that are not dedicated to a specific reportable segment.

 

Financial data for the reportable segments are as follows (in thousands):

 

Three Months Ended

 

June 30, 2025

 

Electric

 

Gas

 

Total

 

Operating revenues

$

279,468

 

$

63,245

 

$

342,713

 

 

Fuel, purchased supply and direct transmission expense (exclusive of depreciation and depletion shown separately below)

 

59,603

 

 

15,668

 

 

75,271

 

 

Operating, general, and administrative

 

73,615

 

 

22,773

 

 

96,388

 

 

Property and other taxes

 

37,318

 

 

10,850

 

 

48,168

 

 

Depreciation and depletion

 

52,387

 

 

9,992

 

 

62,379

 

 

Interest expense, net

 

(27,562)

 

 

(7,297)

 

 

(34,859)

 

 

Other income, net

 

121

 

 

456

 

 

577

 

 

Income tax (expense) benefit

 

(4,230)

 

 

201

 

 

(4,029)

 

 

Segment net income

$

24,874

 

$

(2,678)

 

$

22,196

 

 

Reconciliation to consolidated net income

 

 

 

 

 

 

 

 

 

 

Other, net(1)

 

 

 

 

 

 

 

(968)

 

 

Consolidated net income

 

 

 

 

 

 

$

21,228

 

 

Three Months Ended

 

 

June 30, 2024

 

Electric

 

Gas

 

Total

 

Operating revenues

$

260,134

 

$

59,795

 

$

319,929

 

 

Fuel, purchased supply and direct transmission expense (exclusive of depreciation and depletion shown separately below)

 

60,887

 

 

15,593

 

 

76,480

 

 

Operating, general, and administrative

 

66,761

 

 

21,721

 

 

88,482

 

 

Property and other taxes

 

28,006

 

 

8,251

 

 

36,257

 

 

Depreciation and depletion

 

47,546

 

 

9,387

 

 

56,933

 

 

Interest expense, net

 

(23,298)

 

 

(7,147)

 

 

(30,445)

 

 

Other income, net

 

4,031

 

 

927

 

 

4,958

 

 

Income tax (expense) benefit

 

(3,891)

 

 

304

 

 

(3,587)

 

 

Segment net income

$

33,776

 

$

(1,073)

 

$

32,703

 

 

Reconciliation to consolidated net income

 

 

 

 

 

 

 

 

 

 

Other, net(1)

 

 

 

 

 

 

 

(1,049)

 

 

Consolidated net income

 

 

 

 

 

 

$

31,654

 

 

 

 

 

 

 

 

 

 

 

 

 

12


 

 

Six Months Ended

 

 

 

 

 

 

 

 

June 30, 2025

 

Electric

 

Gas

 

Total

Operating revenues

$

614,951

 

$

194,392

 

$

809,343

Fuel, purchased supply and direct transmission expense (exclusive of depreciation and depletion shown separately below)

 

152,355

 

 

61,113

 

 

213,468

Operating, general, and administrative

 

146,094

 

 

47,943

 

 

194,037

Property and other taxes

 

70,604

 

 

20,645

 

 

91,249

Depreciation and depletion

 

104,875

 

 

19,904

 

 

124,779

Interest expense, net

 

(55,318)

 

 

(14,331)

 

 

(69,649)

Other income, net

 

2,611

 

 

1,547

 

 

4,158

Income tax expense

 

(14,102)

 

 

(4,226)

 

 

(18,328)

Segment net income

$

74,214

 

$

27,777

 

$

101,991

Reconciliation to consolidated net income

 

 

 

 

 

 

 

 

Other, net(1)

 

 

 

 

 

 

 

(3,823)

Consolidated net income

 

 

 

 

 

 

$

98,168

 

Six Months Ended

 

 

 

 

 

 

 

 

June 30, 2024

 

Electric

 

Gas

 

Total

Operating revenues

$

603,320

 

$

191,951

 

$

795,271

Fuel, purchased supply and direct transmission expense (exclusive of depreciation and depletion shown separately below)

 

176,228

 

 

74,973

 

 

251,201

Operating, general, and administrative

 

134,979

 

 

45,650

 

 

180,629

Property and other taxes

 

64,306

 

 

19,120

 

 

83,426

Depreciation and depletion

 

94,850

 

 

18,826

 

 

113,676

Interest expense, net

 

(47,955)

 

 

(13,396)

 

 

(61,351)

Other income, net

 

9,492

 

 

1,981

 

 

11,473

Income tax expense

 

(11,174)

 

 

(2,869)

 

 

(14,043)

Segment net income

$

83,320

 

$

19,098

 

$

102,418

Reconciliation to consolidated net income

 

 

 

 

 

 

 

 

Other, net(1)

 

 

 

 

 

 

 

(5,678)

Consolidated net income

 

 

 

 

 

 

$

96,740

 

(1) Consists of unallocated corporate costs and certain limited unregulated activity within the energy industry.

 

(8) Revenue from Contracts with Customers

 

Nature of Goods and Services

 

We provide retail electric and natural gas services to three primary customer classes. Our largest customer class consists of residential customers, which includes single private dwellings and individual apartments. Our commercial customers consist primarily of main street businesses, and our industrial customers consist primarily of manufacturing and processing businesses that turn raw materials into products.

 

Electric Segment - Our regulated electric utility business primarily provides generation, transmission, and distribution services to customers in our Montana and South Dakota jurisdictions. We recognize revenue when electricity is delivered to the customer. Payments on our tariff-based sales are generally due 0-30 days after the billing date.

 

Natural Gas Segment - Our regulated natural gas utility business primarily provides production, storage, transmission, and distribution services to customers in our Montana, South Dakota, and Nebraska jurisdictions. We recognize revenue when natural gas is delivered to the customer. Payments on our tariff-based sales are generally due 0-30 days after the billing date.

 

13


 

Disaggregation of Revenue

 

The following tables disaggregate our revenue by major source and customer class (in millions):

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

 

 

 

 

 

 

June 30, 2025

 

 

 

 

 

 

June 30, 2024

 

 

 

 

Electric

 

Natural Gas

 

Total

 

 

Electric

 

Natural Gas

 

Total

Montana

$

81.8

 

$

18.0

 

$

99.8

 

$

86.0

 

$

18.9

 

$

104.9

South Dakota

 

16.2

 

 

5.6

 

 

21.8

 

 

15.4

 

 

5.9

 

 

21.3

Nebraska

 

 

4.5

 

 

4.5

 

 

 

3.8

 

 

3.8

Residential

 

98.0

 

 

28.1

 

 

126.1

 

 

101.4

 

 

28.6

 

 

130.0

Montana

 

93.9

 

 

10.4

 

 

104.3

 

 

99.7

 

 

10.7

 

 

110.4

South Dakota

 

27.8

 

 

3.9

 

 

31.7

 

 

26.3

 

 

3.7

 

 

30.0

Nebraska

 

 

2.4

 

 

2.4

 

 

 

2.0

 

 

2.0

Commercial

 

121.7

 

 

16.7

 

 

138.4

 

 

126.0

 

 

16.4

 

 

142.4

Industrial

 

9.9

 

 

0.1

 

 

10.0

 

 

11.3

 

 

0.2

 

 

11.5

Lighting, governmental, irrigation, and

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

interdepartmental

 

9.4

 

 

0.3

 

 

9.7

 

 

8.6

 

 

0.3

 

 

8.9

Total Retail Revenues

 

239.0

 

 

45.2

 

 

284.2

 

 

247.3

 

 

45.5

 

 

292.8

Regulatory Amortization

 

10.3

 

 

5.2

 

 

15.5

 

 

(10.9)

 

 

3.7

 

 

(7.2)

Transmission

 

28.1

 

 

 

28.1

 

 

22.4

 

 

 

22.4

Transportation, wholesale and other

 

2.1

 

 

12.8

 

 

14.9

 

 

1.3

 

 

10.6

 

 

11.9

Total Revenues(1)

$

279.5

 

$

63.2

 

$

342.7

 

$

260.1

 

$

59.8

 

$

319.9

 

 

 

 

 

 

 

 

 

Six Months Ended

 

 

 

 

 

 

 

 

 

June 30, 2025

 

 

 

 

 

 

June 30, 2024

 

 

 

 

Electric

 

Natural Gas

 

Total

 

 

Electric

 

Natural Gas

 

Total

Montana

$

196.8

 

$

69.4

 

$

266.2

 

$

203.4

 

$

67.5

 

$

270.9

South Dakota

 

38.5

 

 

21.2

 

 

59.7

 

 

34.7

 

 

19.5

 

 

54.2

Nebraska

 

 

17.7

 

 

17.7

 

 

 

14.3

 

 

14.3

Residential

 

235.3

 

 

108.3

 

 

343.6

 

 

238.1

 

 

101.3

 

 

339.4

Montana

 

190.9

 

 

37.2

 

 

228.1

 

 

201.2

 

 

35.8

 

 

237.0

South Dakota

 

57.1

 

 

15.1

 

 

72.2

 

 

54.1

 

 

13.0

 

 

67.1

Nebraska

 

 

9.8

 

 

9.8

 

 

 

8.2

 

 

8.2

Commercial

 

248.0

 

 

62.1

 

 

310.1

 

 

255.3

 

 

57.0

 

 

312.3

Industrial

 

20.0

 

 

0.6

 

 

20.6

 

 

23.0

 

 

0.6

 

 

23.6

Lighting, governmental, irrigation, and

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

interdepartmental

 

14.0

 

 

0.8

 

 

14.8

 

 

13.3

 

 

0.9

 

 

14.2

Total Retail Revenues

 

517.3

 

 

171.8

 

 

689.1

 

 

529.7

 

 

159.8

 

 

689.5

Regulatory Amortization

 

38.0

 

 

(4.2)

 

 

33.8

 

 

25.5

 

 

10.6

 

 

36.1

Transmission

 

54.7

 

 

 

54.7

 

 

44.8

 

 

 

44.8

Transportation, wholesale and other

 

5.0

 

 

26.7

 

 

31.7

 

 

3.3

 

 

21.6

 

 

24.9

Total Revenues(1)

$

615.0

 

$

194.3

 

$

809.3

 

$

603.3

 

$

192.0

 

$

795.3

 

 

(1)
Certain amounts in the prior period have been reclassified to conform with current period presentation. These reclassifications have no effect on the reported financial results.

 

 

 

 

 

14


 

(9)
Earnings Per Share

 

Basic earnings per share are computed by dividing earnings applicable to common stock by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of common stock equivalent shares that could occur if unvested shares were to vest. Common stock equivalent shares are calculated using the treasury stock method, as applicable. The dilutive effect is computed by dividing earnings applicable to common stock by the weighted average number of common shares outstanding plus the effect of the outstanding unvested restricted stock and performance share awards. Average shares used in computing the basic and diluted earnings per share are as follows:

 

 

Three Months Ended

 

June 30, 2025

June 30, 2024

Basic computation

61,380,777

 

61,288,870

Dilutive effect of:

 

 

 

Performance share awards(1)

103,169

 

68,478

Diluted computation

61,483,946

 

61,357,348

 

 

 

 

 

(1)
Performance share awards are included in diluted weighted average number of shares outstanding based upon what would be issued if the end of the most recent reporting period was the end of the term of the award.

 

 

Six Months Ended

 

June 30, 2025

June 30, 2024

Basic computation

61,360,252

 

61,277,418

Dilutive effect of:

 

 

 

Performance share awards(1)

95,733

 

56,065

Diluted computation

61,455,985

 

61,333,483

 

 

 

 

 

As of June 30, 2025, there were 68,107 shares from performance and restricted share awards which were antidilutive and excluded from the earnings per share calculations, compared to 35,933 shares as of June 30, 2024.

 

 

 

(10) Employee Benefit Plans

 

We sponsor and/or contribute to pension and postretirement health care and life insurance benefit plans for eligible employees. Net periodic benefit cost (credit) for our pension and other postretirement plans consists of the following (in thousands):

 

 

 

Pension Benefits

 

 

 

Other Postretirement Benefits

 

Three Months Ended June 30,

 

 

Three Months Ended June 30,

 

2025

 

 

 

2024

 

 

2025

 

 

2024

Components of Net Periodic Benefit Cost (Credit)

 

 

 

 

 

 

 

 

 

 

 

Service cost

$

1,167

 

$

1,378

 

$

66

 

$

74

Interest cost

 

6,104

 

 

5,739

 

 

129

 

 

132

Expected return on plan assets

 

(5,734)

 

 

(6,335)

 

 

(355)

 

 

(321)

Amortization of prior service credit

 

 

 

 

Recognized actuarial loss (gain)

 

 

6

 

 

(68)

 

 

(25)

Net periodic benefit cost (credit)

$

1,537

 

$

788

 

$

(228)

 

$

(140)

 

 

 

 

 

 

 

 

 

 

 

 

 

Components of Net Periodic Benefit Cost (Credit)

 

 

 

 

 

 

 

 

 

 

 

Service cost

$

2,362

 

$

2,796

 

$

128

 

$

154

Interest cost

 

12,149

 

 

11,472

 

 

256

 

 

279

Expected return on plan assets

 

(11,476)

 

 

(12,663)

 

 

(709)

 

 

(640)

Amortization of prior service credit

 

 

 

 

Recognized actuarial loss (gain)

 

 

17

 

 

(138)

 

 

(37)

Net periodic benefit cost (credit)

$

3,035

 

$

1,622

 

$

(463)

 

$

(244)

 

 

 

 

 

 

 

 

 

 

 

 

 

We contributed $4.2 million to our pension plans during the six months ended June 30, 2025. We expect to contribute an additional $5.8 million to our pension plans during the remainder of 2025.

 

 

15


 

(11) Commitments and Contingencies

 

 

ENVIRONMENTAL LIABILITIES AND REGULATION

 

Except as set forth below, the circumstances set forth in Note 18 - Commitments and Contingencies to the financial statements included in the

 

NorthWestern Energy Group Annual Report on Form 10-K for the year ended December 31, 2024 appropriately represent, in all material respects, the current status of our environmental liabilities and regulation.

 

Environmental Protection Agency (EPA) Rules

 

On April 25, 2024, the EPA released final rules related to greenhouse gas (GHG) emission standards (GHG Rules) for existing coal-fired facilities and new coal and natural gas-fired facilities as well as final rules strengthening the MATS requirements (MATS Rules). Compliance with the rules would require expensive upgrades at Colstrip Units 3 and 4 with proposed compliance dates that may not be achievable and / or require technology that is unproven, resulting in significant impacts to costs of the facilities. The final MATS and GHG Rules require compliance as early as 2027 and 2032, respectively.

 

Previous efforts by the EPA were met with extensive litigation, and this time is no different. We, along with many other utilities, electric cooperatives, organizations, and states, have petitioned for judicial review of the GHG and MATS Rules with the U.S. Court of Appeals for the D.C. Circuit. The United States Supreme Court denied the multiple stay requests related to the MATS Rule and the GHG Rule. The litigation on the merits continues for both the MATS and GHG rules in the D.C. Circuit Court of Appeals, and the cases could be decided in 2025.

 

On April 8, 2025, President Trump issued a proclamation, "Regulatory Relief for Certain Stationary Sources to Promote American Energy," exempting certain coal plants, including Colstrip Units 3 and 4, Big Stone Plant, and Coyote Plant, from compliance with the MATS Rule through July 8, 2029. If the MATS Rules and GHG Rules are fully implemented, it would result in additional material compliance costs for us. On June 11, 2025, the EPA issued a Notice of Proposed Rulemaking containing two proposals to reform GHG regulations. If either the lead or alternative proposal is adopted, our additional material compliance costs would be eliminated. A virtual public hearing on this Notice of Proposed Rulemaking was held on July 8, 2025, and final comments to this rulemaking are due back by August 7, 2025. On June 11, 2025, the EPA also issued a Notice of Proposed Rulemaking to rescind the 2024 MATS Rule, which if enacted, would restore the original 2012 MATS standards. A virtual public hearing on this Notice of Proposed Rulemaking was held on July 10, 2025, and final comments are due by August 11, 2025. There is no mandated timeline from the close of public comment to the time when the final rules are published.

 

These GHG Rules and MATS Rules as well as future additional environmental requirements - federal or state - could cause us to incur material costs of compliance, increase our costs of procuring electricity, decrease transmission revenue and impact cost recovery. Technology to efficiently capture, remove and/or sequester such GHG emissions or hazardous air pollutants may not be available within a timeframe consistent with the implementation of any such requirements.

 

 

 

LEGAL PROCEEDINGS

 

State of Montana - Riverbed Rents

 

On April 1, 2016, the State of Montana (State) filed a complaint on remand (the State’s Complaint) with the Montana First Judicial District Court (State District Court), naming us, along with Talen Montana, LLC (Talen) as defendants. The State claimed it owns the riverbeds underlying 10 of our, and formerly Talen’s, hydroelectric facilities (dams, along with reservoirs and tailraces) on the Missouri, Madison and Clark Fork Rivers, and seeks rents for Talen’s and our use and occupancy of such lands. The facilities at issue include the Hebgen, Madison, Hauser, Holter, Black Eagle, Rainbow, Cochrane, Ryan, and Morony facilities on the Missouri and Madison Rivers and the Thompson Falls facility on the Clark Fork River. We acquired these facilities from Talen in November 2014.

 

The litigation has a long prior history in state and federal court, including before the United States Supreme Court, as detailed in Note 18 - Commitments and Contingencies to the financial statements included in the NorthWestern Energy Group Annual Report on Form 10-K for the year ended December 31, 2024. On April 20, 2016, we removed the case from State District Court to the United States District Court for the District of Montana (Federal District Court). On August 1, 2018, the Federal District Court granted our and Talen’s motions to dismiss the State’s Complaint as it pertains to the navigability of the riverbeds associated with four of our hydroelectric facilities near Great Falls. The Federal District Court held a bench trial from January 4 to January 18, 2022, which addressed the issue of navigability concerning our other six facilities. On August 25, 2023, the Federal District Court issued its Findings of Fact, Conclusions of Law, and Order (the "Order"), which found all but one of the segments of the riverbeds in dispute not navigable, and thus not owned by the State of Montana. The one segment found navigable, and thus owned by the State, was the segment on which the Black Eagle development was located. Upon the State's motion, the Federal District Court certified the Order for interlocutory appeal to the 9th Circuit Court of Appeals. After briefing and oral argument, the 9th Circuit affirmed the Federal District Court's Order in full on March 4, 2025.

 

Following the mandate and remand, the District Court will resume jurisdiction to determine damages for the Sun River to Black Eagle Falls Segment of the Missouri River. If the Federal District Court calculates damages as the State District Court did in 2008, we do not anticipate the resulting annual rent for the Black Eagle segment would have a material impact to our financial position or results of operations. We anticipate that any obligation to pay the State rent for use and occupancy of the riverbeds would be recoverable in rates from customers, although there can be no assurances that the MPSC would approve any such recovery.

 

16


 

Other Legal Proceedings

 

We are also subject to various other legal proceedings, governmental audits and claims that arise in the ordinary course of business. In our opinion, the amount of ultimate liability with respect to these other actions will not materially affect our financial position, results of operations, or cash flows.

 

 

 

17