NorthWestern Energy Group, Inc. 10-Q

ITEM 1. FINANCIAL STATEMENTS NORTHWESTERN ENERGY GROUP CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited) (in thousands, except per share amounts) Three Months Ended March 31, 2024 2023 Revenues Electric $ 343,186 $ 295,308 Gas 132,156 159,234 Total Revenues 475,342 454,542 Operating expenses Fuel, purchased supply and direct transmission expense (exclusive of depreciation and depletion shown separately below) 174,721 165,492 Operating and maintenance 54,182 55,861 Administrative and general 40,445 34,748 Property and other taxes 47,171 49,151 Depreciation and depletion 56,743 53,248 Total Operating Expenses 373,262 358,500 Operating income 102,080 96,042 Interest expense, net ( 30,979 ) ( 28,008 ) Other income, net 4,319 4,737 Income before income taxes 75,420 72,771 Income tax expense ( 10,334 ) ( 10,241 ) Net Income $ 65,086 $ 62,530 Average Common Shares Outstanding 61,266 59,776 Basic Earnings per Average Common Share $ 1.06 $ 1.05 Diluted Earnings per Average Common Share $ 1.06 $ 1.05 Dividends Declared per Common Share $ 0.65 $ 0.64 See Notes to Condensed Consolidated Financial Statements 5 NORTHWESTERN ENERGY GROUP CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) (in thousands) Three Months Ended March 31, 2024 2023 Net Income $ 65,086 $ 62,530 Other comprehensive income, net of tax: Foreign currency translation adjustment ( 1 ) ( 2 ) Postretirement medical liability adjustment — ( 167 ) Reclassification of net losses on derivative instruments 113 113 Total Other Comprehensive Income (Loss) 112 ( 56 ) Comprehensive Income $ 65,198 $ 62,474 See Notes to Condensed Consolidated Financial Statements 6 NORTHWESTERN ENERGY GROUP CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (in thousands, except share data) March 31, 2024 December 31, 2023 ASSETS Current Assets: Cash and cash equivalents $ 4,150 $ 9,164 Restricted cash 16,232 16,023 Accounts receivable, net 186,927 212,257 Inventories 103,843 114,539 Regulatory assets 60,788 29,626 Prepaid expenses and other 24,896 25,397 Total current assets 396,836 407,006 Property, plant, and equipment, net 6,086,585 6,039,801 Goodwill 357,586 357,586 Regulatory assets 743,140 743,945 Other noncurrent assets 49,287 52,314 Total Assets $ 7,633,434 $ 7,600,652 LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities: Current maturities of finance leases $ 3,400 $ 3,338 Current portion of long-term debt — 99,950 Accounts payable 96,544 124,340 Accrued expenses and other 298,302 246,167 Regulatory liabilities 46,438 61,103 Total current liabilities 444,684 534,898 Long-term finance leases 4,596 5,461 Long-term debt 2,767,107 2,684,635 Deferred income taxes 619,744 600,520 Noncurrent regulatory liabilities 651,831 657,452 Other noncurrent liabilities 332,454 332,372 Total Liabilities 4,820,416 4,815,338 Commitments and Contingencies (Note 10) Shareholders' Equity: Common stock, par value $ 0.01 ; authorized 200,000,000 shares; issued and outstanding 64,797,508 and 61,282,747 shares, respectively; Preferred stock, par value $ 0.01 ; authorized 50,000,000 shares; none issued 648 648 Treasury stock at cost ( 97,990 ) ( 97,926 ) Paid-in capital 2,080,953 2,078,753 Retained earnings 836,951 811,495 Accumulated other comprehensive loss ( 7,544 ) ( 7,656 ) Total Shareholders' Equity 2,813,018 2,785,314 Total Liabilities and Shareholders' Equity $ 7,633,434 $ 7,600,652 See Notes to Condensed Consolidated Financial Statements 7 NORTHWESTERN ENERGY GROUP CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (in thousands) Three Months Ended March 31, 2024 2023 OPERATING ACTIVITIES: Net income $ 65,086 $ 62,530 Items not affecting cash: Depreciation and depletion 56,743 53,248 Amortization of debt issuance costs, discount and deferred hedge gain 1,186 1,349 Stock-based compensation costs 2,051 3,308 Equity portion of allowance for funds used during construction ( 4,288 ) ( 3,715 ) Gain on disposition of assets ( 1 ) ( 18 ) Impairment of alternative energy storage investment 4,659 — Deferred income taxes 9,035 ( 10,420 ) Changes in current assets and liabilities: Accounts receivable 25,330 26,208 Inventories 10,695 14,814 Other current assets 501 4,714 Accounts payable ( 9,391 ) ( 44,193 ) Accrued expenses and other 52,132 58,236 Regulatory assets ( 31,161 ) 49,391 Regulatory liabilities ( 14,665 ) ( 1,378 ) Other noncurrent assets and liabilities ( 6,235 ) ( 375 ) Cash Provided by Operating Activities 161,677 213,699 INVESTING ACTIVITIES: Property, plant, and equipment additions ( 108,754 ) ( 136,604 ) Investment in equity securities ( 242 ) — Cash Used in Investing Activities ( 108,996 ) ( 136,604 ) FINANCING ACTIVITIES: Dividends on common stock ( 39,630 ) ( 38,041 ) Issuance of long-term debt 215,000 220,000 Repayments on long-term debt ( 100,000 ) — Line of credit repayments, net ( 132,000 ) ( 253,000 ) Other financing activities, net ( 856 ) ( 1,415 ) Cash Used in Financing Activities ( 57,486 ) ( 72,456 ) (Decrease) Increase in Cash, Cash Equivalents, and Restricted Cash ( 4,805 ) 4,639 Cash, Cash Equivalents, and Restricted Cash, beginning of period 25,187 22,463 Cash, Cash Equivalents, and Restricted Cash, end of period $ 20,382 $ 27,102 Supplemental Cash Flow Information: Cash (received) paid during the period for: Income taxes $ ( 4,810 ) $ 3,204 Interest 18,128 18,196 Significant non-cash transactions: Capital expenditures included in accounts payable 21,129 12,209 See Notes to Condensed Consolidated Financial Statements 8 NORTHWESTERN ENERGY GROUP CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (Unaudited) (in thousands, except per share data) Three Months Ended March 31, 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, 2022 63,278 3,534 $ 633 $ ( 98,392 ) $ 1,999,376 $ 771,414 $ ( 7,848 ) $ 2,665,183 Net income — — — — — 62,530 — 62,530 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 Postretirement medical liability adjustment, net of tax — — — — — — ( 167 ) ( 167 ) Stock-based compensation 48 — — ( 79 ) 3,294 — — 3,215 Issuance of shares — ( 1 ) — — 169 — — 169 Dividends on common stock ($ 0.640 per share) — — — — — ( 38,041 ) — ( 38,041 ) Balance at March 31, 2023 63,326 3,533 $ 633 $ ( 98,471 ) $ 2,002,839 $ 795,903 $ ( 7,904 ) $ 2,693,000 Balance at December 31, 2023 64,762 3,513 $ 648 $ ( 97,926 ) $ 2,078,753 $ 811,495 $ ( 7,656 ) $ 2,785,314 Net income — — — — — 65,086 — 65,086 Foreign currency translation adjustment, net of tax — — — — — — ( 1 ) ( 1 ) Reclassification of net losses on derivative instruments from OCI to net income, net of tax — — — — — — 113 113 Stock-based compensation 36 — — ( 272 ) 2,039 — — 1,767 Issuance of shares — 2 — 208 161 — — 369 Dividends on common stock ($ 0.650 per share) — — — — — ( 39,630 ) — ( 39,630 ) Balance at March 31, 2024 64,798 3,515 $ 648 $ ( 97,990 ) $ 2,080,953 $ 836,951 $ ( 7,544 ) $ 2,813,018 See Notes to Condensed Consolidated Financial Statements 9 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 775,300 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 March 31, 2024 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, 2023 . Holding Company Reorganization On January 1, 2024, we completed the second and final phase of our holding company reorganization. NW Corp contributed the assets and liabilities of its South Dakota and Nebraska regulated utilities to NWE Public Service, and then distributed its equity interest in NWE Public Service and certain other subsidiaries to NorthWestern Energy Group, resulting in NW Corp owning and operating the Montana regulated utility and NWE Public Service owning and operating the Nebraska and South Dakota utilities, each as a direct subsidiary of NorthWestern Energy Group. 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): March 31, December 31, March 31, December 31, 2024 2023 2023 2022 Cash and cash equivalents $ 4,150 $ 9,164 $ 10,730 $ 8,489 Restricted cash 16,232 16,023 16,372 13,974 Total cash, cash equivalents, and restricted cash shown in the Condensed Consolidated Statements of Cash Flows $ 20,382 $ 25,187 $ 27,102 $ 22,463 (2) Regulatory Matters The circumstances set forth in Note 3 - Regulatory Matters to the financial statements included in the NorthWestern Energy Group Annual Report on the Form 10-K for the year ended December 31, 2023 appropriately represent, in all material respects, the current status of our regulatory matters. (3) Income Taxes 10 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. The following table summarizes the differences between our effective tax rate and the federal statutory rate (in thousands): Three Months Ended March 31, 2024 2023 Income before income taxes $ 75,420 $ 72,771 Income tax calculated at federal statutory rate 15,838 21.0 % 15,282 21.0 % Permanent or flow-through adjustments: State income tax, net of federal provisions 639 0.9 959 1.3 Flow-through repairs deductions ( 6,174 ) ( 8.2 ) ( 5,845 ) ( 8.0 ) Production tax credits ( 2,983 ) ( 4.0 ) ( 3,199 ) ( 4.4 ) Amortization of excess deferred income tax ( 360 ) ( 0.5 ) ( 799 ) ( 1.1 ) Plant and depreciation flow-through items 3,079 4.1 688 0.9 Share-based compensation 334 0.4 388 0.5 Reduction to previously claimed alternative minimum tax credit — — 3,186 4.4 Other, net ( 39 ) 0.0 ( 419 ) ( 0.5 ) ( 5,504 ) ( 7.3 ) ( 5,041 ) ( 6.9 ) Income tax expense $ 10,334 13.7 % $ 10,241 14.1 % Uncertain Tax Positions We recognize tax positions that meet the more-likely-than-not threshold as the largest amount of tax benefit that is greater than 50 percent likely of being realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. We had unrecognized tax benefits of approximately $ 27.7 million as of March 31, 2024, including approximately $ 24.3 million that, if recognized, would impact our effective tax rate. In the next twelve months we expect the statute of limitations to expire for certain uncertain tax benefits, which would result in a decrease to our total unrecognized tax benefits of approximately $ 16.9 million. Our policy is to recognize interest and penalties related to uncertain tax positions in income tax expense. As of March 31, 2024, we have accrued $ 5.3 million for the payment of interest and penalties on the Condensed Consolidated Balance Sheets. As of December 31, 2023, we had accrued $ 4.5 million for the payment of interest and penalties on the Condensed Consolidated Balance Sheets. Tax years 2020 and forward remain subject to examination by the Internal Revenue Service and state taxing authorities. (4) Comprehensive (Loss) Income The following tables display the components of Other Comprehensive Income (Loss), after-tax, and the related tax effects (in thousands): 11 Three Months Ended March 31, 2024 March 31, 2023 Before-Tax Amount Tax Expense Net-of-Tax Amount Before-Tax Amount Tax Expense Net-of-Tax Amount Foreign currency translation adjustment $ ( 1 ) $ — $ ( 1 ) $ ( 2 ) $ — $ ( 2 ) Reclassification of net income on derivative instruments 153 ( 40 ) 113 153 ( 40 ) 113 Defined benefit pension plan and postretirement medical liability adjustment — — — ( 212 ) 45 ( 167 ) Other comprehensive income (loss) $ 152 $ ( 40 ) $ 112 $ ( 61 ) $ 5 $ ( 56 ) Balances by classification included within accumulated other comprehensive loss (AOCL) on the Condensed Consolidated Balance Sheets are as follows, net of tax (in thousands): March 31, 2024 December 31, 2023 Foreign currency translation $ 1,436 $ 1,437 Derivative instruments designated as cash flow hedges ( 9,260 ) ( 9,373 ) Defined benefit pension plan 280 280 Accumulated other comprehensive loss $ ( 7,544 ) $ ( 7,656 ) The following tables display the changes in AOCL by component, net of tax (in thousands): Three Months Ended March 31, 2024 Affected Line Item in the Condensed Consolidated Statements of Income Interest Rate Derivative Instruments Designated as Cash Flow Hedges Defined Benefit Pension Plan Foreign Currency Translation Total Beginning balance $ ( 9,373 ) $ 280 $ 1,437 $ ( 7,656 ) Other comprehensive loss before reclassifications — — ( 1 ) ( 1 ) Amounts reclassified from AOCL Interest Expense 113 — — 113 Amounts reclassified from AOCL — — — — Net current-period other comprehensive income (loss) 113 — ( 1 ) 112 Ending balance $ ( 9,260 ) $ 280 $ 1,436 $ ( 7,544 ) 12 Three Months Ended March 31, 2023 Affected Line Item in the Condensed Consolidated Statements of Income Interest Rate Derivative Instruments Designated as Cash Flow Hedges Defined Benefit Pension Plan and Postretirement Medical Plans Foreign Currency Translation Total Beginning balance $ ( 9,825 ) $ 542 $ 1,435 $ ( 7,848 ) Other comprehensive loss before reclassifications — — ( 2 ) ( 2 ) Amounts reclassified from AOCL Interest Expense 113 — — 113 Amounts reclassified from AOCL — ( 167 ) — ( 167 ) Net current-period other comprehensive income (loss) 113 ( 167 ) ( 2 ) ( 56 ) Ending balance $ ( 9,712 ) $ 375 $ 1,433 $ ( 7,904 ) (5) Financing Activities On March 28, 2024, NW Corp issued and sold $ 175.0 million aggregate principal amount of Montana First Mortgage Bonds at a fixed interest rate of 5.56 percent maturing on March 28, 2031 . These bonds were issued in transactions exempt from the registration requirements of the Securities Act of 1933. Proceeds were used to redeem NW Corp's $ 100.0 million of Montana First Mortgage Bonds due this year and for other general utility purposes. The bonds are secured by NW Corp's electric and natural gas assets associated with its Montana utility operations. On March 28, 2024, NWE Public Service issued and sold $ 33.0 million aggregate principal amount of South Dakota First Mortgage Bonds at a fixed interest rate of 5.55 percent maturing on March 28, 2029 and $ 7.0 million aggregate principal amount of South Dakota First Mortgage Bonds at a fixed interest rate of 5.75 percent maturing on March 28, 2034 . These bonds were issued in transactions exempt from the registration requirements of the Securities Act of 1933. Proceeds were used for general utility purposes. The bonds are secured by NWE Public Service's electric and natural gas assets associated with its South Dakota and Nebraska utility operations. On April 12, 2024, NorthWestern Energy Group entered into a $ 100.0 million Term Loan Credit Agreement (Term Loan) with a maturity date of April 11, 2025 . Borrowings may be made at a variable interest rate equal to the Secured Overnight Financing Rate plus an applicable margin as provided in the Term Loan. These proceeds were used to repay a portion of our outstanding revolving credit facility borrowings and for general corporate purposes. The Term Loan provides for prepayment of the principal and interest; however, amounts prepaid may not be reborrowed. The Term Loan requires us to maintain a consolidated indebtedness to total capitalization ratio of 65 percent or less. It also contains covenants which, among other things, limit our ability to engage in any consolidation or merger or otherwise liquidate or dissolve, dispose of property, and restricts certain affiliate transactions. A default on the South Dakota or Montana First Mortgage Bonds would trigger a cross default on the Term Loan; however a default on the Term Loan would not trigger a default on the South Dakota or Montana First Mortgage Bonds. (6) Segment Information Our reportable business segments are primarily engaged in the electric and natural gas business. The remainder of our operations are presented as other, which primarily consists of unallocated corporate costs and unregulated activity. We evaluate the performance of these segments based on utility margin. The accounting policies of the operating segments are the same as the parent except that the parent allocates some of its operating expenses to the operating segments according to a methodology designed by us for internal reporting purposes and involves estimates and assumptions. Financial data for the business segments are as follows (in thousands): 13 Three Months Ended March 31, 2024 Electric Gas Other Eliminations Total Operating revenues $ 343,186 $ 132,156 $ — $ — $ 475,342 Fuel, purchased supply and direct transmission expense (exclusive of depreciation and depletion shown separately below) 115,341 59,380 — — 174,721 Utility margin 227,845 72,776 — — 300,621 Operating and maintenance 40,299 13,883 — — 54,182 Administrative and general 27,919 10,046 2,480 — 40,445 Property and other taxes 36,300 10,869 2 — 47,171 Depreciation and depletion 47,304 9,439 — — 56,743 Operating income (loss) 76,023 28,539 ( 2,482 ) — 102,080 Interest expense, net ( 24,657 ) ( 6,249 ) ( 73 ) — ( 30,979 ) Other income (expense), net 5,461 1,054 ( 2,196 ) — 4,319 Income tax (expense) benefit ( 7,283 ) ( 3,173 ) 122 — ( 10,334 ) Net income (loss) $ 49,544 $ 20,171 $ ( 4,629 ) $ — $ 65,086 Total assets $ 6,107,575 $ 1,511,593 $ 14,266 $ — $ 7,633,434 Capital expenditures $ 90,590 $ 18,164 $ — $ — $ 108,754 Three Months Ended March 31, 2023 Electric Gas Other Eliminations Total Operating revenues $ 295,308 $ 159,234 $ — $ — $ 454,542 Fuel, purchased supply and direct transmission expense (exclusive of depreciation and depletion shown separately below) 78,134 87,358 — — 165,492 Utility margin 217,174 71,876 — — 289,050 Operating and maintenance 42,413 13,448 — — 55,861 Administrative and general 24,968 9,766 14 — 34,748 Property and other taxes 38,251 10,898 2 — 49,151 Depreciation and depletion 43,898 9,350 — — 53,248 Operating income 67,644 28,414 ( 16 ) — 96,042 Interest expense, net ( 18,560 ) ( 3,251 ) ( 6,197 ) — ( 28,008 ) Other income (expense), net 3,366 1,415 ( 44 ) — 4,737 Income tax (expense) benefit ( 6,628 ) 234 ( 3,847 ) — ( 10,241 ) Net income (loss) $ 45,822 $ 26,812 $ ( 10,104 ) $ — $ 62,530 Total assets $ 5,874,061 $ 1,399,717 $ 7,216 $ — $ 7,280,994 Capital expenditures $ 120,819 $ 15,785 $ — $ — $ 136,604 14 (7) 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 millions): Three Months Ended March 31, 2024 March 31, 2023 Electric Natural Gas Total Electric Natural Gas Total Montana $ 117.4 $ 48.6 $ 166.0 $ 125.5 $ 66.9 $ 192.4 South Dakota 19.3 13.6 32.9 19.8 19.9 39.7 Nebraska — 10.5 10.5 — 20.5 20.5 Residential 136.7 72.7 209.4 145.3 107.3 252.6 Montana 101.5 25.1 126.6 112.6 36.3 148.9 South Dakota 27.8 9.3 37.1 25.1 14.3 39.4 Nebraska — 6.2 6.2 — 13.2 13.2 Commercial 129.3 40.6 169.9 137.7 63.8 201.5 Industrial 11.7 0.4 12.1 11.8 0.7 12.5 Lighting, governmental, irrigation, and interdepartmental 4.7 0.6 5.3 5.3 0.8 6.1 Total Customer Revenues 282.4 114.3 396.7 300.1 172.6 472.7 Other tariff and contract based revenues 25.2 10.9 36.1 21.4 12.3 33.7 Total Revenue from Contracts with Customers 307.6 125.2 432.8 321.5 184.9 506.4 Regulatory amortization and other 35.6 6.9 42.5 ( 26.2 ) ( 25.7 ) ( 51.9 ) Total Revenues $ 343.2 $ 132.1 $ 475.3 $ 295.3 $ 159.2 $ 454.5 (8) 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: 15 Three Months Ended March 31, 2024 March 31, 2023 Basic computation 61,265,967 59,776,195 Dilutive effect of: Performance share awards (1) 43,652 13,009 Diluted computation 61,309,619 59,789,204 (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 March 31, 2024, there were 54,182 shares from performance and restricted share awards which were antidilutive and excluded from the earnings per share calculations, compared to 69,853 shares as of March 31, 2023. (9) 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 March 31, Three Months Ended March 31, 2024 2023 2024 2023 Components of Net Periodic Benefit Cost (Credit) Service cost $ 1,418 $ 1,494 $ 80 $ 87 Interest cost 5,733 6,565 147 176 Expected return on plan assets ( 6,328 ) ( 6,686 ) ( 319 ) ( 275 ) Amortization of prior service credit — — — 29 Recognized actuarial (gain) loss 11 140 ( 12 ) 31 Net periodic benefit cost (credit) $ 834 $ 1,513 $ ( 104 ) $ 48 We did not contribute to our pension plans during the three months ended March 31, 2024. We expect to contribute $ 11.2 million to our pension plans during the remainder of 2024. (10) 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, 2023 appropriately represent, in all material respects, the current status of our environmental liabilities and regulation. Environmental Protection Agency (EPA) Rules As previously reported, draft Greenhouse Gas (GHG) emission standards for existing coal-fired facilities and new coal and natural gas-fired facilities, including enhanced Mercury Air Toxics Standard (MATS) rules, were released by the EPA in the second quarter of 2023. Our review of these draft rules indicated they would require potentially expensive upgrades at Colstrip Units 3 and 4 to comply, 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. On April 25, 2024, the EPA released final rules related to 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). The final MATS and GHG Rules will require compliance as early as 2028 and 2032, respectively. We are evaluating how the final MATS and GHG Rules may impact our coal-fired generation facilities and operations. 16 Previous efforts by the EPA were met with extensive litigation and we anticipate a similar response to the new GHG Rules and MATS Rules. As the MATS Rules and GHG Rules are implemented, it could result in additional material compliance costs. We will continue working with federal and state regulatory authorities, other utilities, and stakeholders to seek relief from the MATS or GHG regulations that, in our view, disproportionately impact customers in our region. 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, 2023 . 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. A bench trial before the Federal District Court commenced January 4, 2022, and concluded on 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. The State filed a motion to pursue an interlocutory appeal of the Order, and on January 2, 2024, the Federal District Court certified the Order for appeal to the 9th Circuit Court of Appeals. Briefing in the appeal is underway. Damages were bifurcated by agreement and will be tried separately for the Black Eagle segment, and any other segments found navigable should the State prevail on appeal. We dispute the State’s claims and intend to continue to vigorously defend the lawsuit. 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 Montana Public Service Commission (MPSC) would approve any such recovery. Colstrip Arbitration The remaining depreciable life of our investment in Colstrip Unit 4 is through 2042. The six owners of Colstrip Units 3 and 4 currently share the operating costs pursuant to the terms of an Ownership and Operation Agreement (O&O Agreement). However, several of the owners are mandated by Washington and Oregon law to eliminate coal-fired resources in 2025 and 2029, respectively. As a result of the mandate, the owners have disagreed on various operational funding decisions, including whether closure requires each owner’s consent under the O&O Agreement. On March 12, 2021, we initiated an arbitration under the O&O Agreement (the “Arbitration”), to resolve the issues of whether closure requires each owner's consent and to clarify each owner's obligations to continue to fund operations until all joint owners agree on closure. The owners previously agreed to stay the Arbitration in an effort to work out a global resolution to the dispute, but that stay has now expired. The parties were not able to agree to continue the stay, and are presently in the process of identifying and retaining an arbitrator (or arbitrators) and are proceeding with the Arbitration. 17 Colstrip Coal Dust Litigation On December 14, 2020, a claim was filed against Talen in the Montana Sixteenth Judicial District Court, Rosebud County, Cause No. CV-20-58. Talen is one of the co-owners of Colstrip Unit 3, and the operator of Units 3 and 4. The plaintiffs allege they have suffered adverse effects from coal dust generated during operations associated with Colstrip. On August 26, 2021, the claim was amended to add in excess of 100 plaintiffs. It also added NorthWestern, the other owners of Colstrip, and Westmoreland Rosebud Mining LLC, as defendants. Plaintiffs are seeking economic damages, costs and disbursements, punitive damages, attorneys’ fees, and an injunction prohibiting defendants from allowing coal dust to blow onto plaintiffs’ properties. Since this lawsuit remains in its discovery stages, we are unable to predict outcomes. We continue to evaluate a range of reasonably possible losses. Yellowstone County Generating Station Air Permit On October 21, 2021, the Montana Environmental Information Center and the Sierra Club filed a lawsuit in Montana State District Court, against the Montana Department of Environmental Quality (MDEQ) and NorthWestern, alleging that the environmental analysis conducted by MDEQ prior to issuance of the Yellowstone County Generating Station's air quality construction permit was inadequate. On April 4, 2023, the Montana District Court issued an order finding MDEQ's environmental analysis was deficient in not addressing exterior lighting and greenhouse gases and remanded it back to MDEQ to address the deficiencies and vacated the air quality permit pending that remand. As a result of the vacatur of the permit, we paused construction. On June 8, 2023, the Montana District Court granted our motion to stay the order vacating the air quality permit pending the outcome of our appeal to the Montana Supreme Court. Oral argument is presently scheduled for May 15, 2024, and a determination of the appeal will follow. We recommenced construction in June 2023 and expect the plant to be operational by the end of the third quarter 2024. The ultimate resolution of the lawsuit challenging the Yellowstone County Generating Station air quality permit could impact our ability to operate the facility and increase costs. During the litigation of the air permit, Montana House Bill 971 was signed into law, preventing the MDEQ from, except under certain exceptions, evaluating greenhouse gas emissions and corresponding impacts to the climate in environmental reviews of large projects such as coal mines and power plants. On June 1, 2023, the MDEQ issued its draft supplemental environmental assessment that contained the updated exterior lighting analysis, and the MDEQ indicated that no other analysis was necessary. The comment period concerning the MDEQ’s draft supplemental environmental assessment ended on July 3, 2023. On August 4, 2023, the Montana First Judicial District Court in Held v. State of Montana, a separate case by Montana youths alleging climate damages, issued its order finding House Bill 971 unconstitutional delaying the issuance of the revised Yellowstone County Generating Station's air permit. The Montana Supreme Court granted NorthWestern permission to participate as amicus in the Held appeal. The outcome of the Held case could pose additional delays and costs for the Yellowstone County Generating Station. 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. 18