What changed in this filing

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Item 1. Business

2025-02-13 compared with 2024-02-15 · 74 added, 90 removed, 355 unchanged (32% of the section changed)

6 unchanged sentences

We have provided service in South Dakota and Nebraska since 1923 and in Montana since 2002.

On October 2, 2023, NW Corp created a new public holding company, NorthWestern Energy Group, by initiating a holding company reorganization (the Reorganization), pursuant to an internal merger transaction through which NorthWestern Energy Group became the successor issuer to NW Corp under the Securities Exchange Act of 1934, as amended.

On January 1, 2024, NorthWestern Energy Group, NW Corp, and NW Corp's wholly owned subsidiary, NWE Public Service, completed the final phase of its Reorganization by contributing the assets and liabilities of its South Dakota and Nebraska regulated utilities to NWE Public Service and distributing its equity interests in NWE Public Service and certain other unregulated subsidiaries to NorthWestern Energy Group.

As a result of these transactions, (1) NW Corp owns and operates the Montana regulated utility;

(2) NWE Public Service owns and operates the Nebraska and South Dakota regulated utilities;

and (3) NW Corp and NWE Public Service are each direct, wholly owned subsidiaries of NorthWestern Energy Group.

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.

We manage our businesses by the nature of services provided, and operate principally in two operating segments:

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Because natural gas is used primarily for residential and commercial heating, the demand for this product depends heavily upon weather patterns throughout our service territory, and a significant amount of natural gas revenues are recognized in the first and fourth quarters related to the heating season.

Environmental, Social and Governance

We are focused on meeting current energy infrastructure and service needs at a reasonable and fair cost for today’s customers while ensuring the ability to meet the needs of tomorrow’s customers.

“Sustainability” requires meeting economic, societal, and environmental objectives.

As a provider of essential infrastructure and service, a sustainable enterprise is vital to our customers and communities, as well as to our investors and employees.

Over the past 100 years, we have maintained our commitment to provide customers with reliable and affordable electric and natural gas services while also being good stewards of the environment.

For over a century, we have upheld our commitment to providing reliable and affordable electric and natural gas services while also being good stewards of the environment.

Our approach to sustainability encompasses not only environmental care but also strong corporate governance, meaningful community engagement, and a dedication to delivering long-term value for all stakeholders.

Our energy portfolio reflects a balanced mix of clean and traditional resources, ensuring we can deliver reliable electricity to customers around the clock.

In 2024, approximately 58 percent of our electric portfolio—comprising owned and long-term resources—was carbon-free, exceeding the U.S.

electric power industry average of 41 percent in 2023 (source:

Energy Information Administration).

However, our resource mix may not fully represent the actual energy delivered to customers due to market-based energy exchanges.

We do not receive all of the related Renewable Energy Credits (RECs) from our contracted electric supply resources and periodically sell RECs produced by our own carbon-free energy resources.

The owner of the RECs claims the renewable attributes of the energy.

Over time, we have increased our environmental sustainability efforts and our access to carbon-free energy resources.

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Our Scope 2 emissions are primarily from the electric and natural gas utilized to heat, cool and power our offices, warehouses and other facilities.

We currently own a mix of clean and carbon-free energy resources balanced with traditional energy sources that are necessary for us to deliver affordable and reliable electricity to our customers 24/7.

In 2023, approximately 55 percent of our retail needs originated from carbon-free resources, compared to approximately 40 percent (Source:

Energy Information Administration, Annual Energy Review, Electricity Net Generation:

Electric Power Sector) for the total U.S.

electric power industry in 2022.

We do not receive all of the related Renewable Energy Credits (RECs) from our contracted electric supply resources and periodically sell RECs produced by our own carbon-free energy resources.

The owner of the RECs claims the renewable attributes of the energy.

Our resource mix does not represent the actual energy delivered to our customers.

Market purchases and sales fill the gap between resources and customer demand.

We are a fully regulated provider of critical infrastructure and essential services.

Therefore, our success in meeting our obligations to our customers and the communities we serve depends on public policy.

We believe that policy makers in the states we serve are committed to reliable, adequate, and affordable service, and a strong customer focus.

We support policies that enable investment in critical infrastructure and responsible stewardship.

We believe that technological advancements, along with decreasing costs of carbon-free generation and the regionalization of intermittent generation, will significantly contribute to our goal of Net-Zero carbon emissions by 2050.

The pace of transition to Net-Zero will depend on the timing of technological advancements, costs, and retirement of our existing coal fleet.

In South Dakota and Montana, we develop an IRP every two and three years, respectively.

These IRPs, which are presented to our state regulatory commissions, identify resource needs, known and expected risks, as well as key variables to be used in evaluating resources.

We then undertake a transparent resource solicitation process, run by a third party, to evaluate the least cost resources that address key risks and needs identified by the IRP.

All generation types have the opportunity to participate in our RFP.

Therefore, the specific resources that will be acquired to meet future needs are dependent upon our current and future IRPs and the RFP process, in conjunction with the actions of our regulators during the regulatory process.

For a more detailed description of our environmental, social, governance and sustainability activities, please visit our company website at https://www.northwesternenergy.com .

References to our website in this report are provided as a convenience and do not constitute, and should not be viewed as, an incorporation by reference of the information contained on, or available through, the website.

Therefore, such information should not be considered part of this report.

Delivering affordable, reliable energy is central to our mission and reflects our responsibility to customers and the communities we serve.

Our reliability standards consistently rank in the first or second quartile compared to industry peers, and our typical residential energy bills remain significantly below the national average.

We recognize that our employees are key to our success, and we are committed to providing fulfilling careers with competitive pay, excellent benefits, and a strong work-life balance.

This commitment has earned us recognition from Newsweek as one of the "Great Places to Work" in 2023 and 2024.

Our governance practices underscore our dedication to ethical conduct, transparency, and accountability.

We adhere to a robust Code of Conduct and Ethics that applies to employees, board members, vendors, and contractors, with additional requirements for senior leaders to ensure the highest standards of integrity in financial reporting and decision-making.

MONTANA ELECTRIC OPERATIONS

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In addition to delivering energy to distribution systems to serve customers, we also transmit electricity for nonregulated entities owning generation, and utilities, cooperatives, and power marketers serving the Montana electricity market.

Our total control area peak demand reached a peak of approximately 1,992 MWs on February 22, 2023.

Our control area average demand for 2023 was approximately 1,376 MWs per hour, with total energy delivered of more than 12.05 million MWHs.

Our total control area peak demand reached a peak of approximately 2,079 MWs on January 13, 2024.

Our control area average demand for 2024 was approximately 1,372 MWs per hour, with total energy delivered of approximately 11.53 million MWHs.

Our transmission system is directly interconnected with Avista Corporation;

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Electric Supply

Our annual retail electric supply load requirements average approximately 750 MWs, with a peak load of approximately 1,300 MWs, and are supplied by owned and contracted resources and market purchases with multiple counterparties.

Our annual retail electric supply load requirement averages approximately 759 MWs per day, with a peak load of approximately 1,300 MWs, and are supplied by owned and contracted resources and market purchases with multiple counterparties.

Owned generation resources supplied approximately 65 percent of our retail load requirements for 2024.

We expect that approximately 85 percent of our retail obligations will be met by owned generation resources in 2024, reflecting the addition of YCGS which is expected to be online no later than the end of the third quarter 2024.

We expect that approximately 81 percent of our retail obligations will be met by owned generation resources in 2025, reflecting the full year addition of YCGS which was placed into service in October 2024.

In addition, we have contracts with QFs totaling 556 MWs of nameplate capacity, including 94 MWs from waste petroleum coke and waste coal, 268 MWs from wind, 17 MWs from hydro, and 177 MWs from solar projects.

We have several other long-term power purchase agreements including contracts for 135 MWs nameplate capacity from wind generation, 310 MWs from unspecified resources, 52 MWs of natural gas generation, and 13 MWs of hydro supply.

On average, our owned and long-term contracted resources are expected to provide enough energy to meet our retail energy load requirements in 2024.

Load requirements during peak demand in excess of our owned and long-term contracted resources will be satisfied with market purchases.

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Thompson Falls 1915/1995 Clark Fork 2025 (2)

(1) Formerly known as the Mystic Lake Dam.

(1) The FERC Project is still called Mystic Lake, one of the 3 dams is now called Rowe Dam

(2) We are in the process of relicensing the Thompson Falls hydro facility.

We anticipate that the FERC will issue an annual license for 2026, and that this annual license will renew on an annual basis until our relicensing proceeding is complete.

(3) The Hebgen facility (0 MW net capacity) is excluded from the figures above.

These are run-of-river dams except for Mystic, which is storage generation.

These are run-of-river dams except for Mystic, Cochrane, Ryan and Morony.

Other Facilities Fuel Source Ownership

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DGGS, located near Anaconda, Montana Natural Gas & Liquid Fuel 100% 150

YCGS, located near Laurel, Montana Natural Gas 100% 175

Spion Kop Wind, located in Judith Basin County in Montana Wind 100% 40

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We filed our latest resource plan with the MPSC in April of 2023.

The filing showed a capacity adequate resource portfolio in the near term that included an online date of the Yellowstone County Generating Station in 2024 and the acquisition of an additional 222 MW of capacity in Colstrip in 2026.

However, it also showed projected generation capacity deficits in future years.

The filing showed a capacity adequate resource portfolio in the near term that included an online date of the YCGS in 2024 and the acquisition of an additional 222 MW of capacity in Colstrip in 2026.

In July of 2024, NorthWestern announced that an additional 370 MW would be acquired at Colstrip in 2026.

These two additional Colstrip acquisitions would increase NorthWestern’s current Colstrip ownership from 222 MW to 814 MW, effective January 1, 2026.

For additional information regarding the acquisition of additional Colstrip capacity, see Note 5 - Property , Plant, and Equ ipment , to the Consolidated Financial Statements.

In addition to our responsibility to meet peak demand, national NERC reliability standards increased the need for us to have greater dispatchable generation capacity available and be capable of increasing or decreasing output to address intermittent generation such as wind and solar.

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We have the exclusive right to serve an area in South Dakota comprised of 25 counties.

We provide retail electricity to more than 64,800 in 116 communities in South Dakota.

We provide retail electricity to more than 65,300 customers in 117 communities in South Dakota.

In 2024, by category, residential, commercial and other sales accounted for approximately 38%, 60%, and 2%, respectively, of our South Dakota retail electric utility revenue.

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Big Stone Plant, located near Big Stone City in northeastern South Dakota Sub-bituminous coal 23.4% 111

Aberdeen Generating Units No.

1 and 2, located near Aberdeen, South Dakota Natural gas & Liquid Fuel 100.0% 80

Aberdeen Generating Unit No.

2, located near Aberdeen, South Dakota (1)

Natural gas & Liquid Fuel 100.0% 60

Beethoven Wind Project, located near Tripp, South Dakota Wind 100.0% 80

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Miscellaneous combustion turbine units and small diesel units (used only during peak periods) Combination of fuel oil and natural gas 100.0% 12

(1) We are currently upgrading Aberdeen Generating Unit No.

Refer to the Resource Planning section below for further information.

The Big Stone, Coyote and Neal plants are owned jointly with unaffiliated parties.

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We continue to update our load forecast to identify the future electric energy needs of our customers, and we evaluate additional generating capacity requirements on an ongoing basis.

We submitted a plan to the SDPUC in September of 2022 that provided for the modernization of our generating fleet.

We submitted a plan to the SDPUC in December of 2024 that provided for the modernization of our generating fleet.

That plan focused on improving reliability and flexibility.

Following the competitive solicitation processes, we completed construction of the 58 MW BGGS in the summer of 2022.

The BGGS plant includes flexible reciprocating internal combustion engines at a brownfield site near Huron, South Dakota.

We plan to replace aging generation resources in the Aberdeen, South Dakota area by 2025 for a total projected cost of $70.0 million.

We are currently upgrading Aberdeen Generating Unit No.

1 to a 28 MW natural gas fired generating facility.

This generating facility includes two simple cycle natural gas combustion turbines and we anticipate it being in service in 2026 for a total projected cost of $65.0 million.

NATURAL GAS OPERATIONS

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In addition, we own and operate two transmission pipelines through our subsidiaries, Canadian-Montana Pipe Line Corporation and Havre Pipeline Company, LLC.

Natural gas is used primarily for residential and commercial heating, and as fuel for two electric generating facilities.

Natural gas is used primarily for residential and commercial heating, and as fuel for three electric generating facilities.

The demand for natural gas largely depends upon weather conditions.

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In South Dakota, we also transport natural gas for nine gas-marketing firms and three large end-user accounts.

In Nebraska, we transport natural gas for five gas-marketing firms and one large end-user account.

In Nebraska, we transport natural gas for four gas-marketing firms and one large end-user account.

We delivered approximately 31.4 Bcf of third-party transportation volume on our South Dakota distribution system and approximately 3.7 Bcf of third-party transportation volume on our Nebraska distribution system during 2024.

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We continue to serve those customers while we obtain formal renewals.

During the next five years, twelve of our Montana franchises could expire by action taken by the franchises' city or town, which account for approximately 83,947 or 40 percent of our Montana natural gas customers.

Three of our South Dakota franchises and one franchise in Nebraska, which account for approximately 19,111 or 20 percent of our South Dakota and Nebraska natural gas customers, are scheduled to reach the end of their fixed term during the next five years.

During the next five years, eleven of our Montana franchises could expire by action taken by the franchises' city or town, which account for approximately 79,362 or 37.95 percent of our Montana natural gas customers.

Three of our South Dakota franchises and two franchises in Nebraska, which account for approximately 39, 496 or 42 percent of o ur South Dakota and Nebraska natural gas customers, are scheduled to reach the end of their fixed term during the next five years.

We do not anticipate termination of any of these franchises.

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(3) For those items marked as "n/a," the respective settlement and/or order was not specific as to these terms.

(4) On June 15, 2023, we filed a South Dakota electric rate review filing (2022 test year) with the SDPUC.

See Note 3 - Regulatory Matters for additional discussion of this rate review filing.

(4) In June 2024, we filed a South Dakota natural gas rate review filing (2023 test year) with the SDPUC and a Nebraska natural gas rate review filing.

(2023 test year) with the NEPSC.

See Note 3 - Regulatory Matters , to the Consolidated Financial Statements for additional discussion of this rate review filing.

MPSC Regulation

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The PCCAM incorporates sharing of a portion of the business risk or benefit associated with the energy supply costs with 90 percent of the variance above or below the established base revenues and actual costs collected from or refunded to customers.

Certain PCCAM rates are adjusted on a quarterly basis for volumes and costs during each July to June 12-month tracking period based on the established base revenues and actual costs collected from or refunded

to customers.

Certain PCCAM rates are adjusted on a quarterly basis for volumes and costs during

each July to June 12-month tracking period based on the established base revenues and actual costs collected from or refunded to customers.

Customer prices may be adjusted annually to absorb the difference for the annual tracking period.

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We are subject to FERC's jurisdiction and regulations with respect to rates for electric transmission service and electricity sold at wholesale, hydro licensing and operations, the issuance of certain securities, incurrence of certain long-term debt, and compliance with mandatory reliability standards, among other things.

Under FERC's open access transmission policy, as owners of transmission facilities, we are required to provide open access to our transmission facilities under filed tariffs at cost-based rates.

Under FERC's open access transmission policy, as

owners of transmission facilities, we are required to provide open access to our transmission facilities under filed tariffs at cost-based rates.

In addition, we are required to comply with FERC's Standards of Conduct for Transmission Providers.

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We are subject to public policies that promote competition and development of energy markets.

Our industrial and large commercial customers have the ability to choose their electric supplier and may generate their own electricity.

Certain of our industrial and large commercial customers have the ability to choose their electric supplier and may generate their own electricity.

In addition, customers may have the option of substituting other fuels or relocating their facilities to a lower cost region.

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As new laws or regulations are issued, we assess their applicability and implement the necessary modifications to our facilities or their operation to maintain ongoing compliance.

To this end, the Biden Administration set ambitious goals to address climate change, including the goal of a carbon free power sector by 2035 and net zero carbon emissions by 2050.

Executive Orders issued by the Biden Administration included initiatives and directives intended to reduce GHG emissions, address climate change and decarbonize the energy sector.

These Executive Orders established climate considerations as key components of United States foreign policy and national security, established a White House Office of Domestic Climate policy as well as a National Climate Task Force, called for agency heads to identify any fossil fuel subsidies provided by their agencies and to take steps to ensure that federal funding is not directly subsidizing fossil fuels, and directed agencies to immediately review all regulations proposed or finalized by the Trump Administration that conflict with the Biden Administration’s objectives and to take action to rescind or revise those rules.

President Biden's Infrastructure Investment and Jobs Act and Inflation Reduction Act of 2022 contain significant climate initiatives.

These initiatives present opportunities for federal grants and tax incentives intended to hasten the future economy-wide deployment of various GHG reducing technologies and approaches.

Implementation of these initiatives and directives has the potential to limit or curtail our operations, including the burning of fossil fuels at our coal-fired and some natural gas power plants.

President Trump issued an Executive Order on January 20, 2025, "Unleashing American Energy," directing all federal executive agency heads to review all agency actions implicating energy reliability and affordability or potentially burdening the development of domestic energy resources.

It is not yet clear how existing regulations affecting existing fossil fuel assets will be reconsidered or repealed.

If the MATS Rules remain enforced, between now and 2028 total compliance costs for the Colstrip plant is estimated to range from $350 million to $665 million, of which we would be responsible for our proportionate share.

This estimate has been developed by the Colstrip operator and represents an initial high-level scoping estimate that will require significant refinement to narrow the range of costs, which is currently underway.

Without change, implementation of existing climate related regulations have the potential to limit or curtail our operations, including the burning of fossil fuels at our coal-fired and some natural gas power plants.

While we strive to comply with all environmental regulations applicable to our operations, it is not possible to determine when or to what extent additional facilities or modifications of existing or planned facilities will be required as a result of changes to energy and environmental laws and regulations, or new administrative or judicial interpretations or enforcement decisions regarding them.

Estimated capital expenditures for environmental control facilities in 2024 and 2025 are not expected to be material.

For more information on environmental regulations and contingencies and related capital expenditures, s e e Note 18 - Commitments and Contingencies , to the Consolidated Financial Statements.

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We were incorporated in Delaware on May 30, 2023.

On October 2, 2023, pursuant to an internal merger transaction, NorthWestern Energy Group became the successor issuer to NW Corp (incorporated in Delaware in November 1923) under the Securities Exchange Act of 1934, as amended.

Our Internet address is https://www.northwesternenergy.com .

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Our ability to achieve the objectives of our business strategy and serve our customers within our service territory depends on employing and continually investing in the development of skilled individuals at all levels of our organization.

We aspire to be an employer of choice by offering competitive salaries and benefits, providing a safe working environment, valuing diversity, fostering inclusion and encouraging a healthful work–life balance.

Our success comes when employees feel empowered to take initiative, voice their opinions, and build on their experiences within our company and our communities.

We aspire to be an employer of choice and a great workplace by offering competitive salaries and benefits and providing a safe working environment where employees can grow personally and in their careers.

We value diversity, foster inclusion and encourage a healthful work–life balance that includes taking personal time and giving back to the communities we live and work in.

Our success comes when employees feel purpose in the work they do and empowered to take initiative, voice their opinions, and build on their experiences within our company and our communities.

As of December 31, 2024, we had 1,585 employees.

1 unchanged sentence

Of our Montana employees, 462, or 36 percent, were covered by seven collective bargaining agreements involving five unions, which were renegotiated in 2022.

Each of the Montana collective bargaining agreements will expire in 2026.

Of our South Dakota and Nebraska employees, 171, or 56 percent, are covered by a collective bargaining agreement renegotiated in 2021 that expire in 2025.

We consider our relations with employees to be good.

Each of the seven Montana collective bargaining agreements negotiated in 2022 will expire in 2026.

Of our South Dakota and Nebraska employees, 165, or 54 percent, are covered by a collective bargaining agreement renegotiated in 2021 that expires in 2025.

Additionally, there are ten employees who are in the process of negotiating a collective bargaining agreement.

We consider our relations with employees and union leadership to be positive and respectful.

Talent Management

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We support annual pre-apprentice scholarships, recruit and hire suitable candidates from the program, serve as industry advisors on the program board and have donated training assets to support the program.

Hiring, promotions, work assignments, or other decisions related to the terms and conditions of employment are made by considering skills, experience, proven track record of performance, and other traits that serve to create a team with varied strengths and backgrounds.

Our workforce reflects the available talent in the communities we serve.

In compliance with current mandates, our employment data is tested annually by a third party.

This testing determined that there is no current need to establish corrective placement goals.

Compensation and Benefits

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Our Board of Directors establishes the metrics and targets for these incentive awards, based upon advice from the Board of Directors’ independent compensation consultant.

In addition, our compensation practices have led to a relatively low CEO to median employee ratio of approximately 23 to 1.

In addition, our compensation practices have led to a relatively low CEO to median employee ratio of approximately 33 to 1 for 2024.

We engage nationally recognized outside compensation and benefits consulting firms to independently evaluate the effectiveness of our compensation and benefits programs and to provide benchmarking against our peers within the industry.

2 unchanged sentences

Our most recent study was performed in 2024, with no corrective action required.

We believe a diverse and inclusive workforce adds value and helps us succeed in an ever-changing environment.

By embracing diversity and fostering inclusion, we aim to enable each employee, executive, and director to contribute fully to the company.

We believe diversity is important because varied perspectives expand our ability to bring unique professional experiences to our business.

Diversity in the workforce will be considered when relevant to hiring, promotions, work assignments, or other decisions related to the terms and conditions of employment.

Our workforce reflects the relative diversity of our available talent in the communities we serve.

Our employment data is tested annually by a third party as part of our Affirmative Action plan development to identify any needed corrective placement goals that are required.

This testing determined that there is no current need to establish corrective placement goals in our plan.

We continue to maintain a diverse workforce, with an executive team that is 50% female and a board of directors that is 40% female and has two ethnically diverse members (20%).

Health and Safety

As stewards of critical infrastructure, providers of energy service, and members of the communities we serve, our priority is the health and safety of our employees and customers.

Safety and health are considered and integrated into all work activities.

We monitor several different key areas relating to safety philosophies and policies.

These key metrics include the recordable incident rate (number of work-related injuries per 100 employees for a one-year period) and lost time incident rate (number of employees who lost time due to work-related injuries per 100 employees for a one-year period).

During the years ended December 31, 2023 and 2022, our recordable incident rates were 1.34 and 1.57 and lost time incident rates were 0.45 and 0.59 on a company wide basis.

Our five-year average safety record for the year ended December 31, 2023 was better than our industry peer group's five-year average.

As stewards of critical infrastructure, providers of energy service, and members of the communities we serve, our top service value is the safety and well-being of our employees and customers.

We integrate safety and health into every aspect of our business, continuously monitoring various areas related to safety practices and policies.

Key metrics include the recordable incident rate (the number of work-related injuries per 100 employees over a one-year period) and the lost time incident rate (the number of employees who miss work due to work-related injuries per 100 employees over a one-year period).

During the years ended December 31, 2024 and 2023, our recordable incident rates were 1.65 and 1.34, respectively, and lost time incident rates were 0.57 and 0.45, respectively, on a company wide basis.

As of December 31, 2024, our five-year average safety performance exceeded the five-year average of our industry peers.

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

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Schroeppel Vice President - Customer Care, Communications and Human Resources of NorthWestern Corporation since May 2009 and of NorthWestern Energy Public Service Corporation since January 1, 2024.

Fang Vice President - Regulatory Affairs of NorthWestern Corporation since January 2023 and of NorthWestern Energy Public Service Corporation since January 1, 2024;

formerly Director - Regulatory Affairs of NorthWestern Corporation since March 2021;

prior to joining the Company, she was Origination & Portfolio Design Manager from December 2020 to March 2021, Manager of Energy Research & Analysis from August 2018 to December 2020, and Manager of Customer Pricing from June 2017 to August 2018, in each case, for San Diego Gas and Electric Company, an electric and gas utility.

Merkel Vice President - Distribution of NorthWestern Corporation since September 2022 and of NorthWestern Energy Public Service Corporation since January 1, 2024;

8 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business