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,

 

2026

2025

2026

2025

Revenues

Electric

$ 324,254

$ 279,468

$ 686,308

$ 614,951

Gas

68,345

63,245

203,861

194,392

Total Revenues

392,599

342,713

890,169

809,343

Operating expenses

 

 

 

 

Fuel, purchased supply and direct transmission expense

(exclusive of depreciation and depletion shown separately below)

 

89,823

 

75,271

 

235,388

 

213,468

Operating and maintenance

79,095

62,336

153,635

119,045

Administrative and general

42,356

33,773

88,475

75,130

Property and other taxes

50,101

48,168

100,505

91,408

Depreciation and depletion

66,978

62,379

133,809

124,779

Total Operating Expenses

328,353

281,927

711,812

623,830

Operating income

64,246

60,786

178,357

185,513

Interest expense, net

(40,332)

(36,254)

(80,248)

(72,765)

Other income, net

4,546

78

7,603

4,006

Income before income taxes

28,460

24,610

105,712

116,754

Income tax expense

(3,466)

(3,382)

(17,262)

(18,586)

Net Income

$ 24,994

$ 21,228

$ 88,450

$ 98,168

 

Average Common Shares Outstanding

 

61,509

 

61,381

 

61,485

 

61,360

Basic Earnings per Average Common Share

$

0.41

$

0.35

$

1.44

$

1.60

Diluted Earnings per Average Common Share

$

0.40

$

0.35

$

1.43

$

1.60

Dividends Declared per Common Share

$

0.67

$

0.66

$

1.34

$

1.32

 

See Notes to Condensed Consolidated Financial Statements

 


 

NORTHWESTERN ENERGY GROUP

 

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(in thousands)

 

Three Months Ended June 30,

 

Six Months Ended June 30,

2026

 

2025

 

2026

 

2025

Net Income

$

24,994

 

 

$

21,228

 

 

$

88,450

 

 

$

98,168

 

Other comprehensive income, net of tax:

 

 

 

 

 

 

 

Foreign currency translation adjustment

(2)

 

 

4

 

 

(3)

 

 

5

 

Reclassification of net losses on derivative instruments

113

 

 

113

 

 

226

 

 

226

 

Total Other Comprehensive Income

111

 

 

117

 

 

223

 

 

231

 

Comprehensive Income

$

25,105

 

 

$

21,345

 

 

$

88,673

 

 

$

98,399

 

 

See Notes to Condensed Consolidated Financial Statements

 

 

 


 

NORTHWESTERN ENERGY GROUP

 

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(in thousands, except share data)

June 30, 2026

 

December 31, 2025

ASSETS

 

Current Assets:

 

Cash and cash equivalents

$

4,180

 

 

$

8,781

 

Restricted cash

20,920

 

 

21,957

 

Accounts receivable, net

168,782

 

 

209,751

 

Inventories

145,986

 

 

132,506

 

Regulatory assets

105,469

 

 

92,937

 

Prepaid expenses and other

36,312

 

 

38,010

 

Total current assets

481,649

 

 

503,942

 

Property, plant, and equipment, net

6,902,094

 

 

6,738,849

 

Goodwill

367,635

 

 

367,635

 

Regulatory assets

778,828

 

 

772,634

 

Other noncurrent assets

173,495

 

 

76,631

 

Total Assets

$

8,703,701

 

 

$

8,459,691

 

LIABILITIES AND SHAREHOLDERS' EQUITY

 

Current Liabilities:

 

Current maturities of finance leases

$

1,708

 

 

$

1,865

 

Current portion of long-term debt

44,996

 

 

104,967

 

Short-term borrowings

100,000

 

 

150,000

 

Accounts payable

114,802

 

 

129,633

 

Accrued expenses and other

294,896

 

 

272,373

 

Regulatory liabilities

26,644

 

 

38,613

 

Total current liabilities

583,046

 

 

697,451

 

Long-term finance leases

7,728

 

 

 

Long-term debt

3,442,174

 

 

3,181,040

 

Deferred income taxes

761,092

 

 

733,064

 

Noncurrent regulatory liabilities

692,026

 

 

678,861

 

Other noncurrent liabilities

322,298

 

 

283,535

 

Total Liabilities

5,808,364

 

 

5,573,951

 

Commitments and Contingencies (Note 11)

 

 

 

Shareholders' Equity:

 

Common stock, par value $0.01; authorized 200,000,000 shares; issued and outstanding 65,006,266 and 61,513,596 shares, respectively; Preferred stock, par value $0.01; authorized 50,000,000 shares; none issued

650

 

 

649

 

Treasury stock at cost

(99,035)

 

 

(97,503)

 

Paid-in capital

2,096,493

 

 

2,091,935

 

Retained earnings

903,067

 

 

896,720

 

Accumulated other comprehensive loss

(5,838)

 

 

(6,061)

 

Total Shareholders' Equity

2,895,337

 

 

2,885,740

 

Total Liabilities and Shareholders' Equity

$

8,703,701

 

 

$

8,459,691

 

 

See Notes to Condensed Consolidated Financial Statements

 

 


 

NORTHWESTERN ENERGY GROUP

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands)

Six Months Ended June 30,

2026

 

2025

OPERATING ACTIVITIES:

 

Net income

$

88,450

 

 

$

98,168

 

Adjustments to reconcile net income to cash provided by operations:

 

 

Depreciation and depletion

133,809

 

 

124,779

 

Amortization of debt issuance costs, premium, and deferred hedge gain

1,926

 

 

2,343

 

Stock-based compensation costs

4,088

 

 

4,168

 

Equity portion of allowance for funds used during construction

(4,587)

 

 

(4,066)

 

Deferred income taxes

14,406

 

 

16,746

 

Other adjustments

(41)

 

 

151

 

Changes in current assets and liabilities:

 

 

 

Accounts receivable

40,967

 

 

32,841

 

Inventories

(13,480)

 

 

(2,458)

 

Other current assets

(5,410)

 

 

9,907

 

Accounts payable

(7,781)

 

 

(27,688)

 

Accrued expenses and other

22,571

 

 

(2,861)

 

Regulatory assets

(12,532)

 

 

(27,653)

 

Regulatory liabilities

(11,969)

 

 

(4,200)

 

Other noncurrent assets and liabilities

(17,185)

 

 

(8,576)

 

Cash Provided by Operating Activities

233,232

 

 

211,601

 

INVESTING ACTIVITIES:

 

Property, plant, and equipment additions

(304,772)

 

 

(220,978)

 

Investment in debt & equity securities

(1,070)

 

 

(5,778)

 

 

 

 

 

Cash Used in Investing Activities

(305,842)

 

 

(226,756)

 

FINANCING ACTIVITIES:

 

Dividends on common stock

(82,103)

 

 

(80,654)

 

Issuance of long-term debt

375,000

 

 

500,000

 

Repayment of short-term borrowings

(50,000)

 

 

 

Repayments on long-term debt

(60,000)

 

 

(300,000)

 

Line of credit repayments, net

(114,000)

 

 

(103,000)

 

Other financing activities, net

(1,925)

 

 

(3,660)

 

Cash Provided by Financing Activities

66,972

 

 

12,686

 

Decrease in Cash, Cash Equivalents, and Restricted Cash

(5,638)

 

 

(2,469)

 

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

30,738

 

 

29,017

 

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

$

25,100

 

 

$

26,548

 

Supplemental Cash Flow Information:

 

Cash (received) paid during the period for:

 

Production tax credits(1)

 

 

(8,255)

 

Interest

76,713

 

 

67,166

 

Significant non-cash transactions:

 

Capital expenditures included in accounts payable

34,653

 

 

32,015

 

 

 

 

 

(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

 

 


 

NORTHWESTERN ENERGY GROUP

 

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

 

(Unaudited)

(in thousands, except per share data)

 

 

Three Months Ended June 30,

 

Number of Common Shares

 

Number of Treasury Shares

 

Common Stock

 

Treasury Stock

 

Paid in Capital

 

Retained Earnings

 

Accumulated Other Comprehensive Loss

 

Total Shareholders' Equity

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 adjustment, net of tax

 

 

 

 

 

 

 

 

 

 

 

 

4

 

 

4

 

Reclassification of net losses on derivative instruments from OCI to net income, net of tax

 

 

 

 

 

 

 

 

 

 

 

 

113

 

 

113

 

Stock-based compensation

6

 

 

 

 

 

 

 

 

1,870

 

 

 

 

 

 

1,870

 

Issuance of shares

 

 

(8)

 

 

 

 

230

 

 

210

 

 

 

 

 

 

440

 

Dividends on common stock ($0.660 per share)

 

 

 

 

 

 

 

 

 

 

(40,347)

 

 

 

 

(40,347)

 

Balance at June 30, 2025

64,876

 

3,489

 

$

649

 

 

$

(97,705)

 

 

$

2,088,674

 

 

$

894,531

 

 

$

(6,473)

 

 

$

2,879,676

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at March 31, 2026

65,001

 

3,498

 

$

650

 

 

$

(99,186)

 

 

$

2,094,232

 

 

$

919,137

 

 

$

(5,949)

 

 

$

2,908,884

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

 

 

 

 

 

 

 

24,994

 

 

 

 

24,994

 

Foreign currency translation adjustment, net of tax

 

 

 

 

 

 

 

 

 

 

 

 

(2)

 

 

(2)

 

Reclassification of net losses on derivative instruments from OCI to net income, net of tax

 

 

 

 

 

 

 

 

 

 

 

 

113

 

 

113

 

Stock-based compensation

5

 

 

 

 

 

 

 

 

2,030

 

 

 

 

 

 

2,030

 

Issuance of shares

 

 

(5)

 

 

 

 

151

 

 

231

 

 

 

 

 

 

382

 

Dividends on common stock ($0.670 per share)

 

 

 

 

 

 

 

 

 

 

(41,064)

 

 

 

 

(41,064)

 

Balance at June 30, 2026

65,006

 

3,493

 

650

 

(99,035)

 

2,096,493

 

903,067

 

(5,838)

 

2,895,337

 

 

 


 

 

Six Months Ended June 30,

 

Number of Common Shares

 

Number of Treasury Shares

 

Common Stock

 

Treasury Stock

 

Paid in Capital

 

Retained Earnings

 

Accumulated Other Comprehensive Loss

 

Total Shareholders' Equity

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 adjustment, net of tax

 

 

 

 

 

 

 

 

 

 

 

 

5

 

 

5

 

Reclassification of net losses on derivative instruments from OCI to net income, net of tax

 

 

 

 

 

 

 

 

 

 

 

 

226

 

 

226

 

Stock-based compensation

65

 

 

 

 

1

 

 

(729)

 

 

4,142

 

 

 

 

 

 

3,414

 

Issuance of shares

 

 

(1)

 

 

 

 

418

 

 

399

 

 

 

 

 

 

817

 

Dividends on common stock ($1.320 per share)

 

 

 

 

 

 

 

 

 

 

(80,654)

 

 

 

 

(80,654)

 

Balance at June 30, 2025

64,876

 

3,489

 

$

649

 

 

$

(97,705)

 

 

$

2,088,674

 

 

$

894,531

 

 

$

(6,473)

 

 

$

2,879,676

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2025

64,895

 

3,477

 

$

649

 

 

$

(97,503)

 

 

$

2,091,935

 

 

$

896,720

 

 

$

(6,061)

 

 

$

2,885,740

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

 

 

 

 

 

 

 

88,450

 

 

 

 

88,450

 

Foreign currency translation adjustment, net of tax

 

 

 

 

 

 

 

 

 

 

 

 

(3)

 

 

(3)

 

Reclassification of net losses on derivative instruments from OCI to net income, net of tax

 

 

 

 

 

 

 

 

 

 

 

 

226

 

 

226

 

Stock-based compensation

111

 

 

28

 

 

1

 

 

(1,874)

 

 

4,066

 

 

 

 

 

 

2,193

 

Issuance of shares

 

 

(12)

 

 

 

 

342

 

 

492

 

 

 

 

 

 

834

 

Dividends on common stock ($1.340 per share)

 

 

 

 

 

 

 

 

 

 

(82,103)

 

 

 

 

(82,103)

 

Balance at June 30, 2026

65,006

 

3,493

 

650

 

(99,035)

 

2,096,493

 

903,067

 

(5,838)

 

2,895,337

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See Notes to Condensed Consolidated Financial Statements

 


 

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 850,300 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, 2026 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, 2025.

 

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,

 

2026

2025

2025

2024

Cash and cash equivalents

$

4,180

 

$

8,781

 

$

2,936

 

$

4,283

 

Restricted cash

20,920

 

21,957

 

23,612

 

24,734

 

Total cash, cash equivalents, and restricted cash shown in the Condensed Consolidated Statements of Cash Flows

$

25,100

 

$

30,738

 

$

26,548

 

$

29,017

 

 

Goodwill

 

We completed our annual goodwill impairment test as of April 1, 2026, and no impairment was identified. We evaluated qualitative factors (including macroeconomic conditions, industry and market considerations, cost factors, and overall financial performance) to determine whether it was more likely than not that the fair value of our reporting units was less than its carrying amount. Our evaluation of these factors concluded that it was not more likely than not that the fair value of our reporting units was less than its carrying amount and therefore no further testing was necessary.

 

 

(2) Pending Merger with Black Hills Corporation

 

On August 18, 2025, we entered into a Merger Agreement with Black Hills and River Merger Sub, Inc., a Delaware corporation and direct

 


 

wholly owned subsidiary of Black Hills (Merger Sub). The Merger Agreement provides for an all-stock merger of equals between NorthWestern and Black Hills upon the terms and subject to the conditions set forth therein. The Merger Agreement provides for Merger Sub to merge with and into NorthWestern, with NorthWestern continuing as the surviving entity and a direct wholly owned subsidiary of Black Hills, which would assume the new corporate name of Bright Horizon Energy as the resulting parent company of the combined corporate group. Under the provisions of ASC Topic 805, which requires the identification of an acquirer in a business combination, Black Hills is the accounting acquirer. Pursuant to the Merger Agreement, at the effective time of the Merger, each share of NorthWestern, par value $0.01 per share, issued and outstanding as of immediately prior to closing will be converted into the right to receive 0.98 validly issued, fully paid and non-assessable shares of Black Hills Common Stock.

 

In connection with this pending merger, we have incurred merger-related costs. During the three and six months ended June 30, 2026, we have incurred $3.3 million and $6.7 million, respectively, of merger-related costs, which are included in our Administrative and general expenses.

 

Regulatory and Shareholder Approvals

 

Our pending merger with Black Hills was unanimously approved by our board of directors and Black Hills' board of directors. In February 2026, the Form S-4, which contains joint proxy statement/prospectus for NorthWestern and Black Hills, was declared effective by the SEC. In April 2026, shareholders of each company voted to approve the Merger and the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act expired, permitting consummation of the transaction. In May 2026, the Federal Energy Regulatory Commission (FERC) and the Nebraska Public Service Commission (NPSC) each approved the Merger. In June 2026, the South Dakota Public Utilities Commission (SDPUC) approved the merger.

 

The completion of the Merger remains subject to the satisfaction or waiver of certain conditions to closing, including (1) subject to certain conditions, the receipt of certain regulatory approvals, including approval from the Montana Public Service Commission (MPSC) on such terms and conditions that would not result in a material adverse effect on Bright Horizon Energy; (2) the absence of any court order or regulatory injunction prohibiting the completion of the Merger; (3) the authorization for listing of shares of Black Hills Common Stock to be issued in the Merger on a mutually agreed stock exchange; (4) subject to specified materiality standards, the accuracy of the representations and warranties of each party; (5) compliance by each party in all material respects with its covenants; (6) the absence of a material adverse effect on each party; and (7) receipt of each party of an opinion relating to the anticipated tax-free treatment of the Merger.

 

We filed an application with the MPSC for approval of the Merger, and in April 2026, we reached a settlement agreement with certain key intervenors in Montana, which is subject to the approval by the MPSC. In May 2026, a hearing with the MPSC was held and we await their final order.

 

We anticipate the transaction closing by year-end 2026, subject to the satisfaction or waiver of certain closing conditions.

 

 

(3) Regulatory Matters

 

Montana Rate Review

 

In December 2025, the MPSC issued a final order approving our partial electric settlement agreement. The final order also suspended the 90/10 cost sharing mechanism of the Power Cost and Credit Adjustment Mechanism (PCCAM) on a temporary basis pending further review by the MPSC. Within this final order, the MPSC disallowed a portion of the capital costs related to the construction of Yellowstone County Generating Station (YCGS). As a result, in the fourth quarter of 2025 we recorded a $30.9 million non-cash charge for the regulatory disallowance. As of June 30, 2026, we have $3.6 million reserved within Regulatory liabilities on the Condensed Consolidated Balance Sheets for interim rates to be refunded to customers.

 

In January 2026, we filed a Motion for Reconsideration (Motion) as it relates to this final order. Among other things, our Motion requests that the MPSC reconsider their prudence conclusions regarding the capital costs associated with the construction of YCGS and clarification as to the effective date of the PCCAM sharing mechanism suspension, for which we have requested an effective date of July 1, 2025, to align with the PCCAM tracker year. Any subsequent modifications by the MPSC to their final order are expected to be reflected in our 2026 results.

 

 


 

Colstrip Acquisitions and Requests for Cost Recovery

 

In January 2023, and July 2024, we entered into definitive agreements with Avista Corporation (Avista) and Puget Sound Energy (Puget), respectively, to acquire their respective interests in Colstrip Units 3 and 4 for $0 and completed these acquisitions on January 1, 2026. Accordingly, we are responsible for the associated operating costs beginning on January 1, 2026, which we will not collect through utility base rates, until requested in a future Montana rate review. Puget and Avista will remain responsible for their respective pre-closing share of environmental, asset retirement obligations (AROs), and pension liabilities attributed to events or conditions existing prior to the closing of the transaction and for any future decommissioning and demolition costs associated with the existing facilities that comprise their interests.

 

While Puget and Avista remain contractually obligated for the pre-closing share of AROs, we remain the primary obligor. As such, as of June 30, 2026, we have recorded $2.8 million and $34.2 million within Accrued expenses and other and Other noncurrent liabilities, respectively, on the Condensed Consolidated Balance Sheets for these AROs, and we have recorded an indemnification asset of $2.8 million and $34.2 million with Prepaid expenses and other and Other noncurrent assets, respectively, on the Condensed Consolidated Balance Sheets.

 

Avista Interests - The 222 megawatts of generation capacity from Colstrip Units 3 and 4 acquired from Avista (Avista Interests) on January 1, 2026, was identified as a key element in our strategy to achieve resource adequacy for customers, as outlined in our 2023 Montana Integrated Resource Plan. Noting the costs associated with operating this resource are not currently reflected in utility customer rates, in August 2025, we filed a temporary PCCAM tariff waiver request with the MPSC that could provide a near-term cost-recovery mechanism to offset a portion of the approximately $18 million in annual incremental operating and maintenance costs associated with the Avista Interests. This waiver requested that the MPSC allow us to keep 100 percent of the net revenue associated with certain designated power sales contracts up to the amount of the operating and maintenance expenses we incur associated with our Avista Interests. Furthermore, the waiver request indicated that any net revenues from the designated contracts exceeding the operating and maintenance expenses associated with our Avista Interests would continue to flow back to retail customers. In January 2026, the MPSC approved our PCCAM tariff waiver request on an interim basis with final approval or denial subject to the ongoing PCCAM docket process.

 

During the three and six months ended June 30, 2026, power prices in the Pacific Northwest associated with these designated power sales contracts included within our PCCAM tariff waiver were insufficient to contribute to the recovery of the operating and maintenance expenses associated with the Avista Interests.

 

Puget Interests - The 370 megawatts of generation capacity from Colstrip Units 3 and 4 acquired from Puget (Puget Interests) on January 1, 2026, increases our ownership share of the facility to 55 percent and provides an increase in voting share in determining strategic direction and investment decisions at the facility. Unlike the Avista Interests, we do not currently need this capacity to serve existing customers in Montana. As such, the Puget Interests are held by our FERC regulated subsidiary to isolate the costs associated with this acquired interest from our Montana retail customers. While we expect our future opportunity to serve growing customer demand, including large-load customers, may be supported by this resource, in October 2025, we signed a contract to sell the dispatchable capacity and associated energy from the Puget Interests beginning January 1, 2026, through late 2027. Revenues from this agreement are expected to largely offset the estimated $30 million of annual incremental operating and maintenance costs associated with the Puget Interests. In addition, in October 2025, we submitted a request to the FERC for approval of cost-based rates for our subsidiary that will own the Puget Interests. In February 2026, the FERC approved both the cost based rates and the contract rates retroactive to January 1, 2026. In March 2026, two MPSC commissioners, in their individual capacity, filed a motion with the FERC requesting a rehearing that largely reiterated arguments previously rejected by the FERC. The FERC denied this motion by operation of law. In June 2026, the two MPSC commissioners appealed the decision to the Ninth Circuit. We have intervened in the case.

 

 

(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.

 

During the three months ended June 30, 2026 income tax expense was $3.5 million compared to $3.4 million for the same period in 2025.

 


 

For the three months ended June 30, 2026, the effective tax rate was 12.2% compared to 13.7% for the same period in 2025. The lower effective tax rate was primarily due to higher flow through repairs deductions partly offset by higher plant depreciation flow through items.

 

During the six months ended June 30, 2026 income tax expense was $17.3 million compared to $18.6 million for the same period in 2025. For the six months ended June 30, 2026, the effective tax rate was 16.3% compared to 15.9% for the same period in 2025. 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.

 

 

(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, 2026

 

June 30, 2025

Before-Tax Amount

 

Tax Expense

 

Net-of-Tax Amount

 

Before-Tax Amount

 

Tax Expense

 

Net-of-Tax Amount

Foreign currency translation adjustment

$

(2)

 

 

$

 

 

$

(2)

 

 

$

4

 

 

$

 

 

$

4

 

Reclassification of net income on derivative instruments

153

 

 

(40)

 

 

113

 

 

153

 

 

(40)

 

 

113

 

Other comprehensive income (loss)

$

151

 

 

$

(40)

 

 

$

111

 

 

$

157

 

 

$

(40)

 

 

$

117

 

 

 

Six Months Ended

 

June 30, 2026

 

June 30, 2025

Before-Tax Amount

 

Tax Expense

 

Net-of-Tax Amount

 

Before-Tax Amount

 

Tax Expense

 

Net-of-Tax Amount

Foreign currency translation adjustment

$

(3)

 

 

$

 

 

$

(3)

 

 

$

5

 

 

$

 

 

$

5

 

Reclassification of net income on derivative instruments

306

 

 

(80)

 

 

226

 

 

306

 

 

(80)

 

 

226

 

Other comprehensive income (loss)

$

303

 

 

$

(80)

 

 

$

223

 

 

$

311

 

 

$

(80)

 

 

$

231

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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, 2026

 

December 31, 2025

 

Foreign currency translation

$

1,448

 

 

$

1,451

 

 

Derivative instruments designated as cash flow hedges

(8,243)

 

 

(8,469)

 

 

Postretirement medical plans

957

 

 

957

 

 

Accumulated other comprehensive loss

$

(5,838)

 

 

$

(6,061)

 

 

 

 


 

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

 

 

 

 

Three Months Ended

 

 

 

June 30, 2026

 

Affected Line Item in the Condensed Consolidated Statements of Income

 

Interest Rate Derivative Instruments Designated as Cash Flow Hedges

 

Postretirement Medical Plans

 

Foreign Currency Translation

 

Total

Beginning balance

 

 

$

(8,356)

 

 

$

957

 

 

$

1,450

 

 

$

(5,949)

 

Other comprehensive loss before reclassifications

 

 

 

 

 

 

(2)

 

 

(2)

 

Amounts reclassified from AOCL

Interest Expense

 

113

 

 

 

 

 

 

113

 

Net current-period other comprehensive income (loss)

 

 

113

 

 

 

 

(2)

 

 

111

 

Ending balance

 

 

$

(8,243)

 

 

$

957

 

 

$

1,448

 

 

$

(5,838)

 

 

 

 

 

Three Months Ended

 

 

 

June 30, 2025

 

Affected Line Item in the Condensed Consolidated Statements of Income

 

Interest Rate Derivative Instruments Designated as Cash Flow Hedges

 

Postretirement Medical Plans

 

Foreign Currency Translation

 

Total

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)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended

 

 

 

June 30, 2026

 

Affected Line Item in the Condensed Consolidated Statements of Income

 

Interest Rate Derivative Instruments Designated as Cash Flow Hedges

 

Postretirement Medical Plans

 

Foreign Currency Translation

 

Total

Beginning balance

 

 

$

(8,469)

 

 

$

957

 

 

$

1,451

 

 

$

(6,061)

 

Other comprehensive loss before reclassifications

 

 

 

 

 

 

(3)

 

 

(3)

 

Amounts reclassified from AOCL

Interest Expense

 

226

 

 

 

 

 

 

226

 

Net current-period other comprehensive income (loss)

 

 

226

 

 

 

 

(3)

 

 

223

 

Ending balance

 

 

$

(8,243)

 

 

$

957

 

 

$

1,448

 

 

$

(5,838)

 

 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended

 

 

 

June 30, 2025

 

Affected Line Item in the Condensed Consolidated Statements of Income

 

Interest Rate Derivative Instruments Designated as Cash Flow Hedges

 

Postretirement Medical Plans

 

Foreign Currency Translation

 

Total

Beginning balance

 

 

$

(8,921)

 

 

$

784

 

 

$

1,433

 

 

$

(6,704)

 

Other comprehensive income 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)

 

 

 

 

 

 

 

 

 

 

 


(6) Financing Activities

 

We exercised a five-year renewal option on a default supply procurement agreement, which we have recorded as a finance lease on our Condensed Consolidated Balance Sheets. As a result, the finance lease term was extended and will mature on June 30, 2031.

 

On April 9, 2026, we amended our existing NorthWestern Energy Group Term Loan Credit Agreement (NWE Group Term Loan) to extend the maturity date from April 10, 2026 to December 31, 2026. In May 2026, we repaid $50.0 million of this NWE Group Term Loan.

 

On April 28, 2026, NWE Public Service priced $150.0 million aggregate principal amount of South Dakota First Mortgage Bonds at a fixed interest rate of 5.51 percent maturing on June 15, 2036. We completed the issuance and sale of these bonds on June 15, 2026. Proceeds were utilized to redeem NWE Public Service's $60.0 million of 2.80 percent South Dakota First Mortgage Bonds due on June 15, 2026, to repay outstanding borrowings under our credit facility, and for general utility purposes.

 

On May 27, 2026, NW Corp entered into a $225.0 million secured Term Loan Credit Agreement (NW Corp Term Loan) with a maturity date of November 26, 2027. NW Corp's obligations under the NW Corp Term Loan are secured by $225.0 million of Montana First Mortgage Bonds issued to the administrative agent of the term loan facility. Borrowings may be made at a variable interest rate equal to the Secured Overnight Financing Rate plus an applicable margin as provided in the NW Corp Term Loan. Proceeds were used to repay a portion of NW Corp's outstanding revolving credit facility borrowings. The NW Corp Term Loan provides for prepayment of the principal and interest; however, amounts prepaid may not be reborrowed. The NW Corp Term Loan requires NW Corp to maintain a consolidated indebtedness to total capitalization ratio of 65 percent or less. It also contains covenants which, among other things, limit our ability to engage in any consolidation or merger (except for our pending merger with Black Hills) or otherwise liquidate or dissolve, dispose of property, and restricts certain affiliate transactions.

 

(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, 2026

Electric

 

Gas

 

Total

Operating revenues

$

324,254

 

 

$

68,345

 

 

$

392,599

 

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

72,836

 

 

16,987

 

 

89,823

 

Operating, general, and administrative

91,739

 

 

25,551

 

 

117,290

 

Property and other taxes

39,056

 

 

11,044

 

 

50,100

 

Depreciation and depletion

55,562

 

 

11,416

 

 

66,978

 

Interest expense, net

(30,589)

 

 

(8,086)

 

 

(38,675)

 

Other income, net

2,941

 

 

1,167

 

 

4,108

 

Income tax (expense) benefit

(5,451)

 

 

304

 

 

(5,147)

 

Segment net income (loss)

$

31,962

 

 

$

(3,268)

 

 

$

28,694

 

Reconciliation to consolidated net income

 

 

 

 

 

Other, net(1)

 

 

 

 

(3,700)

 

Consolidated net income

 

 

 

 

$

24,994

 

 

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 (loss)

$

24,874

 

 

$

(2,678)

 

 

$

22,196

 

Reconciliation to consolidated net income

 

 

 

 

 

Other, net(1)

 

 

 

 

(968)

 

Consolidated net income

 

 

 

 

$

21,228

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended

 

 

 

June 30, 2026

Electric

 

Gas

 

Total

Operating revenues

$

686,308

 

 

$

203,861

 

 

$

890,169

 

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

163,111

 

 

72,277

 

 

235,388

 

Operating, general, and administrative

181,340

 

 

52,682

 

 

234,022

 

Property and other taxes

78,267

 

 

22,196

 

 

100,463

 

Depreciation and depletion

111,031

 

 

22,778

 

 

133,809

 

Interest expense, net

(60,774)

 

 

(15,957)

 

 

(76,731)

 

Other income, net

4,486

 

 

1,791

 

 

6,277

 

Income tax expense

(16,934)

 

 

(2,831)

 

 

(19,765)

 

Segment net income

$

79,337

 

 

$

16,931

 

 

$

96,268

 

Reconciliation to consolidated net income

 

 

 

 

 

Other, net(1)

 

 

 

 

(7,818)

 

Consolidated net income

 

 

 

 

$

88,450

 

 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

(1) Consists of unallocated corporate costs, including merger-related 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.

 

 


 

Disaggregation of Revenue

 

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

 

 

Three Months Ended

 

June 30, 2026

 

June 30, 2025

 

Electric

 

Natural Gas

 

Total

 

Electric

 

Natural Gas

 

Total

Montana

$

98,447

 

 

$

19,711

 

 

$

118,158

 

 

$

81,824

 

 

$

17,968

 

 

$

99,792

 

South Dakota

17,983

 

 

5,776

 

 

23,759

 

 

16,235

 

 

5,566

 

 

21,801

 

Nebraska

 

 

4,196

 

 

4,196

 

 

 

 

4,523

 

 

4,523

 

Residential

116,430

 

 

29,683

 

 

146,113

 

 

98,059

 

 

28,057

 

 

126,116

 

Montana

110,833

 

 

12,211

 

 

123,044

 

 

93,910

 

 

10,499

 

 

104,409

 

South Dakota

30,341

 

 

4,141

 

 

34,482

 

 

27,737

 

 

3,920

 

 

31,657

 

Nebraska

 

 

1,994

 

 

1,994

 

 

 

 

2,346

 

 

2,346

 

Commercial

141,174

 

 

18,346

 

 

159,520

 

 

121,647

 

 

16,765

 

 

138,412

 

Industrial

10,831

 

 

844

 

 

11,675

 

 

9,888

 

 

144

 

 

10,032

 

Lighting, governmental, irrigation, and interdepartmental

14,144

 

 

268

 

 

14,412

 

 

9,421

 

 

270

 

 

9,691

 

Total Retail Revenues

282,579

 

 

49,141

 

 

331,720

 

 

239,015

 

 

45,236

 

 

284,251

 

Regulatory Amortization

(3,645)

 

 

5,925

 

 

2,280

 

 

10,325

 

 

5,189

 

 

15,514

 

Transmission

29,141

 

 

 

 

29,141

 

 

28,147

 

 

 

 

28,147

 

Transportation, wholesale and other

16,179

 

 

13,279

 

 

29,458

 

 

1,981

 

 

12,820

 

 

14,801

 

Total Revenues

$

324,254

 

 

$

68,345

 

 

$

392,599

 

 

$

279,468

 

 

$

63,245

 

 

$

342,713

 

 

 

Six Months Ended

 

June 30, 2026

 

June 30, 2025

 

Electric

 

Natural Gas

 

Total

 

Electric

 

Natural Gas

 

Total

Montana

$

218,885

 

 

$

67,849

 

 

$

286,734

 

 

$

196,801

 

 

$

69,386

 

 

$

266,187

 

South Dakota

41,212

 

 

20,300

 

 

61,512

 

 

38,527

 

 

21,136

 

 

59,663

 

Nebraska

 

 

15,357

 

 

15,357

 

 

 

 

17,732

 

 

17,732

 

Residential

260,097

 

 

103,506

 

 

363,603

 

 

235,328

 

 

108,254

 

 

343,582

 

Montana

217,315

 

 

39,088

 

 

256,403

 

 

190,862

 

 

37,257

 

 

228,119

 

South Dakota

61,738

 

 

15,895

 

 

77,633

 

 

57,051

 

 

15,095

 

 

72,146

 

Nebraska

 

 

8,500

 

 

8,500

 

 

 

 

9,787

 

 

9,787

 

Commercial

279,053

 

 

63,483

 

 

342,536

 

 

247,913

 

 

62,139

 

 

310,052

 

Industrial

22,695

 

 

1,635

 

 

24,330

 

 

19,988

 

 

628

 

 

20,616

 

Lighting, governmental, irrigation, and interdepartmental

19,653

 

 

792

 

 

20,445

 

 

14,114

 

 

861

 

 

14,975

 

Total Retail Revenues

581,498

 

 

169,416

 

 

750,914

 

 

517,343

 

 

171,882

 

 

689,225

 

Regulatory Amortization

6,426

 

 

4,924

 

 

11,350

 

 

38,015

 

 

(4,247)

 

 

33,768

 

Transmission

60,112

 

 

 

 

60,112

 

 

54,703

 

 

 

 

54,703

 

Transportation, wholesale and other

38,272

 

 

29,521

 

 

67,793

 

 

4,890

 

 

26,757

 

 

31,647

 

Total Revenues

$

686,308

 

 

$

203,861

 

 

$

890,169

 

 

$

614,951

 

 

$

194,392

 

 

$

809,343

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 

(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, 2026

 

June 30, 2025

Basic computation

61,508,960

 

 

61,380,777

 

Dilutive effect of:

 

 

 

Performance and restricted share awards(1)

265,634

 

 

103,169

 

Diluted computation

61,774,594

 

 

61,483,946

 

 

 

Six Months Ended

 

June 30, 2026

 

June 30, 2025

Basic computation

61,484,991

 

 

61,360,252

 

Dilutive effect of:

 

 

Performance and restricted share awards(1)

218,440

 

 

95,733

 

Diluted computation

61,703,431

 

 

61,455,985

 

 

 

 

 

(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.

As of June 30, 2026, there were no shares from performance and restricted share awards which were antidilutive and excluded from the earnings per share calculations, compared to 68,107 shares as of June 30, 2025.


 

(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,

2026

 

2025

 

2026

 

2025

Components of Net Periodic Benefit Cost (Credit)

 

 

 

Service cost

$

1,145

 

 

$

1,167

 

 

$

48

 

 

$

66

 

Interest cost

2,853

 

 

6,104

 

 

93

 

 

129

 

Expected return on plan assets

(2,902)

 

 

(5,734)

 

 

(403)

 

 

(355)

 

 

 

 

 

 

 

 

 

Recognized actuarial gain

 

 

 

 

(182)

 

 

(68)

 

 

 

 

 

 

 

 

 

Net periodic benefit cost (credit)

$

1,096

 

 

$

1,537

 

 

$

(444)

 

 

$

(228)

 

 

 


 

Pension Benefits

 

Other Postretirement Benefits

Six Months Ended June 30,

 

Six Months Ended June 30,

2026

 

2025

 

2026

 

2025

Components of Net Periodic Benefit Cost (Credit)

 

 

 

Service cost

$

2,243

 

 

$

2,362

 

 

$

102

 

 

$

128

 

Interest cost

5,744

 

 

12,149

 

 

195

 

 

256

 

Expected return on plan assets

(5,825)

 

 

(11,476)

 

 

(806)

 

 

(709)

 

 

 

 

 

 

 

 

 

Recognized actuarial gain

 

 

 

 

(343)

 

 

(138)

 

 

 

 

 

 

 

 

 

Net periodic benefit cost (credit)

$

2,162

 

 

$

3,035

 

 

$

(852)

 

 

$

(463)

 

 

 

 

 

 

 

 

 

 

We contributed $4.9 million to our pension plans during the six months ended June 30, 2026. We expect to contribute an additional $6.6 million to our pension plans during the remainder of 2026.


(11) Commitments and Contingencies

 

Parent Guarantee

 

NorthWestern Energy Group, Inc. has guaranteed the contractual obligations of its wholly-owned subsidiary, NorthWestern Colstrip 370Pu, LLC (NW Colstrip 370), to its counterparty to an agreement for the sale of capacity and energy from our recently acquired 370 megawatt ownership interest in the Colstrip facility. The guarantee exists during the January 2026 through September 2027 term of the agreement. The guarantee is unconditional and irrevocable, covering all payment obligations of the subsidiary under the contract up to a maximum amount of $15.0 million. The guarantee is triggered in an event where NW Colstrip 370 fails to pay any amounts that could come due under the agreement. As of June 30, 2026, no demand has been made under the guarantee and management believes that risk of material payment under this guarantee is remote.

 

ENVIRONMENTAL LIABILITIES AND REGULATION

 

The circumstances set forth in Note 20 - 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, 2025 appropriately represent, in all material respects, the current status of our environmental liabilities and regulation.

 

LEGAL PROCEEDINGS

 

We are subject to various 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.