Good day, and welcome to the NorthWestern Corporation's First Quarter 2019 Financial Results Conference Call and Webcast. Today's event is being recorded. At this time, I would like to turn the conference over to NorthWestern's Investor Relations Officer, Travis Meyer. Please go ahead, sir.

Thank you, Chantel. Good afternoon and thank you for joining NorthWestern Corporation financial results conference call and webcast for the quarter ending March 31, 2019. NorthWestern's results have been released and the release is available on our website at northwesternenergy.com. We also released our 10-Q pre-market this morning. On the call with us today are Bob Rowe, President and Chief Executive Officer; Brian Bird, Chief Financial Officer; and other members of the management team in the room with us today. Before I turn the call over for us to begin, please note this company’s press release, this presentation, comments by presenters and responses to your questions may contain forward-looking statements. As such, I'll remind you of our Safe Harbor language. During the course of this presentation, there will be forward-looking statements within the meaning of Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements often address our expected future business and financial performance and will contain words such as expects, anticipates, intends, plans, believes, seeks or will. The information in this presentation is based upon our current expectations. Our actual future business and financial performance may differ materially and adversely from our expectations expressed in any forward-looking statements. We undertake no obligation to revise or publicly update our forward-looking statements or this presentation for any reason. Although our expectations and beliefs are based upon reasonable assumptions, actual results may differ materially. The factors that may affect our results are listed in certain of our press releases and disclosed in the company’s Form 10-K and 10-Q along with other public filings with the SEC. Following our presentations, we will open the phone lines to allow those who are dialed into the teleconference to ask questions. The archived replay of today’s webcast will be available for one year beginning at 6:00 p.m. Eastern Time and can be found on our website again northwesternenergy.com under the Our Company, Investor Relations, Presentations and Webcasts link. I'll now hand the presentation over to our CEO, Bob Rowe.

Good afternoon and thank you all for joining us. As you know we just finished our quarterly Board meeting and annual shareholders meeting, visit our operations center in Huron this week, had a great community event, a good breakfast and discussion with our Huron-based employees this morning. Unique thing about Huron, it has -- you may have seen this in the papers last week, there's a higher percentage of immigrants than any city in the United States. And over the last few years, the community has really embraced primarily ethnic and religious refugees from Burma, and they've just added a lot to the community. We were joined by this year's leadership NorthWestern class. And these are folks from all over the country, all over the company, some with decades of experience, some with only a year-or-so of experience, and they've been traveling around, visiting our South Dakota location this week. And tomorrow night, if you happen to be in the Sioux Falls area, you're welcome to join us all for dinner and meet the class at Brian and Janet Bird's house. And that's going to be a lot of fun as well. Turning to highlights. Net income for the first quarter increased by $14.3 million, 24.4% as compared to the same period last year. This was primarily due to higher gross margin, which was the result of colder weather and customer growth. And then also a reduction in revenue in 2018 due to impacts of the Tax Cuts and Jobs Act and this was all partially offset by higher operating expenses. Diluted EPS increased $0.26 or 22% as compared to the same period last year. And then after adjusting for favorable weather in both periods, non-GAAP adjusted EPS increased by $0.12, or 10.8% as compared to the same period in 2018. On April 15th, we issued a request for proposals for 60 megawatts of flexible capacity resources to begin serving South Dakota customers by the end of 2021. Responses are due in July 2019 with evaluation of the proposals in the second half of 2019. We'll come back and talk a bit more about that and another supply matters. And then the Board of Directors declared a quarterly dividend of $0.575 per share payable June 28 to shareholders of record as of June 14. And with that, off to Brian.

Thanks Bob. The summary of financial results for the fourth quarter, we had a very good first quarter of 2019. Gross margin was up 9.4%, operating income up nearly 15%. And as Bob pointed out, net income and diluted earnings per share were both up over 20%. So, very, very good start to the year. Moving right to gross margin. For the first quarter gross margin was $268.5 million or an increase of $23.1 million, again 9.4% increase of -- and by the way that increase was both across the electric and gas business. The gas business impacted a bit more by weather than the electric business. The three biggest drivers that impacted the change in gross margin that actually impacts net income was obviously an increase of natural direct gas retail volumes and an increase in electric retail volumes a total of $13.4 million between those two. And that was primarily driven by colder weather, but we did see increase in customers as well there in the quarter. The last item of significance during the quarter was, in 2018, you may recall because as a result of Tax Cuts and Jobs Act, we did have some margin revenue reserved associated with a give-back to customers that did in fact provide at the end of the year. We did not have any of those deferrals in 2019, thus the benefit in 2019 versus 2018. But that was of $7.3 million. The total of those three items themselves add up to approximately $20.2 million below in change in gross margin offset. Elsewhere, within the P&L, we did have to $2.9 million, and we had a total increase of $23.1 million increase in gross margin for the quarter. Moving out to weather, we were colder in all jurisdictions both versus the prior…

Great. Thank you, Brian. A summary of coming events appears on page 13. As you know, we filed a Montana General Electric Rate Review in September. We go into hearing next month. We expect to file parallel FERC rate case for Montana transmission assets in the coming days as well. Continue to focus on our transmission and distribution infrastructure with a comprehensive capital program addressing safety capacity and reliability. Obviously, we're well underway with that. And on the natural gas side specifically significant investment driven by safety and compliance activities. And then grid modernization including the advanced distribution management system, we are deploying currently and the AMI system that we are underway deploying starting in South Dakota moving both gas and electric moving south through South Dakota into Nebraska and then taking a look at Montana. We continue to make progress preparing to enter the Western Energy Imbalance Market. And of course, we are ever vigilant concerning controlling all the costs and well underway with planning and implementation, particularly in the South Dakota resource plan. We'll talk a bit more about that. Turning to the Montana electric rate review. This is our first general Montana electric case since 2009 and that's a reflection of our ability to provide really pretty extraordinary price stability to our customers over that period. While we have done a good job I think, managing our costs, increased property taxes, along with significant investment in the T&D system, really did compel us to finally come back in. And obviously, it's a great thing for customers that we were able to stay out for as long as we were, while continuing to invest and maintain very high levels of service. So September of 2018, we filed, based on our 2017 test year, and $2.34 million of rate…

Thank you very much. Ladies and gentlemen, at this time, we would like to open the floor for questions. [Operator Instructions] Our first question will come from Julien Smith, Bank of America.

Hey, it's Nick Campanella on for Julien today. How are you?

Hey, Nick.

Hey, I just wanted to be clear on Colstrip just given the legislation died. Are there other paths forward that you see, in which you could still acquire capacity or transmission there to perhaps fill your longer term resource needs or otherwise?

I think we're going to have to put down the pens and focus on the great review for the coming months and just assess the situation. This was an extraordinary missed opportunity. And I think a real shame for Montana to acquire a resource with great immediate and long-term value for our customers. A great bridge resource and to clarify ownership of the -- and future directions for the transmission system. It is critical infrastructure to serve our customers. The problem is that the risk and reward were incredibly misaligned. We were eager to pursue the benefit; the reward on behalf of our customers provided we could address the risk and that was really a pretty modest goal in the legislation. But sadly, we just couldn't get through. So the answer is the value is still there. It's a real shame for the state of Montana that we couldn't capture that value preserving for our customers. We're going to be focused on the rate case finishing up the supply plan and see what happens from there.

Got it. And then I guess just regarding the rate case. I know that you mentioned there's additional testimony required on five issues, and you mentioned the disposition of access CDIT. Is that the same as the repairs tax issue in the rate case? And then can you just talk about what that is and your ability to address it in this rate case?

Yes. Brian?

Yeah, I think the issue there is the amortization associated with excess deferred taxes and how that's going to be treated on a going forward basis and even for the period up into the time going forward basis, and how that would be captured. There's quite a few questions about pension included in and EBIT and other things that are part of the rate case. It's pretty complicated stuff Nick. We'd like to think that we can focus on what the major issues are in the rate case and spend less time talking about taxes to be quite honest.

You don't see this inhibiting your ability to potentially like work towards a settlement or anything?

I think we'll continue to try efforts there. I can't tell you that we're – that anything could come in the way of settlement or not. That's very early. We just got past a Board meeting. There's not a lot of discussions going in settlement at this point in time.

Got it. And then just my last question. I think you had some pretty successful legislation on the AMI side in Montana. And I just was wondering could you talk about what's reflected in your current CapEx plan to the timing shift there? And when would you potentially try to bring that forward to the PSA?

We're continuing to evaluate the timing of the AMI program. We do have it laid out here. We have to complete our South Dakota, Nebraska program that certainly rolls into 2020. We'll layout our Montana plan. And before we do we'll certainly sit down with the Montana Commission.

The big activity on the distribution operations side actually across the company is deploying ADMS this year. And then in Montana specifically an enormous conversion to LED street lights that's where our Montana ops folks are really focused right now.

And to be clear Nick on that we do have dollars in our capital plan associated with Montana AMI. The issue there is that would we be able to capture during this full five-year period or could that be spread out a bit more but we're now at the start of the program certainly not being impacted at all.

Got it. Thanks again, guys.

Thank you very much. Our next question will come from Michael Weinstein, Credit Suisse.

Hi, guys. How you doing?

Hey, Michael.

So, currently the deadband as you go into – as you go into the rate case the deadband is still in place right for the PCCAM?

Absolutely, it's in place and our hope is legislation ultimately gets signed by the Governor that would remove it before it would come in effect again on July 1 of 2019. But we've already blown through the deadband the tracker year starting July 1 of 2018. So the impact in the first quarter associated with the PCCAM was just the 90-10 sharing that occurred. And so we took the 10% hit of that amount over our base period, if you will for the first quarter that was approximately $1.6 million.

The bill is effective upon signature so we're certainly are hopeful there.

Got you. And I think Nick already asked this question, but I was just wondering about the – in the – I guess in the rate case, if you guys are there are certain issues that would be easier to settle than others as you maybe contemplate settlement discussions as you get closer to the hearing dates?

I do think -- I would just say this Michael, I think back to the tax question it is very complicated items. And I think we feel very good about our position in a lot of those items. And so I don't think we will head down the path on those items much. Obviously, things like ROE and others are easy to talk about than some of these sophisticated matters. But it's early and not a lot of discussion going on at this point in time so it's too early to tell.

You've got to some extent overlapping and to some extent different parties interested in different issues, but obviously the core we are focused by Consumer Council large customer who's going to be cost of capital, capital structure, revenue requirements, and then cost allocation.

Right. And also Bob you said that you think that basically it's Montana's missed opportunity on SB 331. I was reading though that there might be some other energy legislation that might pick up the ball. I mean, is it really a dead issue? Or is there no chance at all in this legislative session?

We're down to the final hours of the session. I suppose theoretically, it's not over until sine die, but there are no more than at most a couple of days of that.

Got you. Okay. Thank you very much.

Thanks, Michael.

Thank you. Our next question will come from Jonathan Reeder, Wells Fargo.

Hey, good afternoon, Bob and Brian. How are you?

Good, Jonathan. Thank you.

Hey. So is there any reason the Governor wouldn't sign SB 244? How are you feeling about that?

We think it's pretty straightforward logical and fair legislation got good bipartisan support. So we're certainly hopeful.

Okay. And then what are the differences Bob between the Senate and House versions of HB 22 that need to get ironed out in conference?

I'm sorry. I couldn't quite hear that.

What are the differences between the Senate and House versions of HB 22 that need to get ironed out in the conference committee?

Boy, it primarily has to do with some of the QF language. And again, I apologize I can't tell you the status of that as of this afternoon. It's a lot harder. I'm not on the ground, there obviously and it's a lot harder to follow things once they get into conference. So we hope we'll have some visibility pretty quickly on that.

Right. But do you think if there's like a big bridge to gap or it's just kind of some semantics and it will get figured out?

From where we sit it doesn't seem like as big a gap.

Okay. Got you. And then Brian on the rate case, could you remind us how the authorized equity ratios are typically determined in Montana? Is it formulae based on actual structure as of a given date? Or does the MPSC have discretion or latitude to set what they believe is appropriate?

Well, I'll answer your first question first they have discretion, but what has been standard and has been followed through many rate cases now is the fact that we use kind of a rate base subtract allocated debt to that jurisdiction to calculate equity and that ultimately determines the capital structure. Since we do not have a HoldCo structure and we're dealing with long-term debt only in that jurisdiction. That's how we ultimately calculate the capital structure and that's been consistently used for I think about 10 years now.

Okay. And that's what you're filing is based on?

That's correct.

Okay. And then I guess in terms of a potential settlement. At this point, I think you said, those discussions haven't yet really begun. So, remind us some on the timing that that's typically post-hearings, I guess?

No, I think what typically happens is shortly after rebuttal is filed and there's usually a discussion shortly after that. I think should -- people should keep in mind, I think MDU's hearing is before ours. So, I don't know what's going on there, they may be spending time with MDU at this point in time. But they have a bit of work to do with the hearing very shortly for MDUs and ours starting at May 13th. So, - and we've tied up with Board meeting, so there's been a lot of discussion about the settlement at this point in time.

Okay. Well, good luck on the upcoming hearings and some of the discussions. Looking forward to an update. Thanks

Thanks Jonathan.

Thank you. [Operator Instructions] Our next question will come from Vedula Murti, Avon Capital.

Good afternoon.

Hi Vedula.

Let's see. Couple of things. One, I guess in terms of the resource plan and the opportunity for your own capital expenditures to start filling in the deficit. Can you remind me again exactly when you would be able to know the outcome of that? And be able to present the commission, the -- what the outcome would that you would like to pursue?

On the South Dakota side, that's in progress. RFP is out. We'll be evaluating that in the second half of the year. I think we have to demonstrate that our proposals are the best, but that's being addressed really pretty efficiently. On the Montana side, we'll conclude the comment period file the plan with the commission shortly after that get input from the commission and then presumably that point move out with a third-party administrated RFP. My sincere concern is that we're in a very, very big hole in Montana. The region is moving in to a hole and Montana's hole is just that much deeper still with the legacy of supply deregulation and investiture of 1997. So, I'm hopeful that we and the commission can move this forward pretty quickly.

So, when you have your plan and you submit it to commission, it's possible then that the plan that then is put out for all proposal for third-parties and for yourself could be significantly different than what you proposed?

It should not be. No, the typical process involves taking public comment, probably doing the technical workshop. The commission then issuing comments as well. The commission has retained a consultant to help look at the plan. My understanding is that the consultant is focusing primarily on the degree to which the plan was responsive to various questions and issues raised under the 2015 plan. And we obviously believe that we've done a very good job responding to that. The -- and I think, the commission understands the urgency. Just a couple of weeks ago -- and I actually encourage you to take a look at this, they received a presentation from a E3 consulting. And E3 had been retained to look at the regional peaking concern. And I mentioned increased loss of load probability regionally by 2022. It's a serious situation and much more so for NorthWestern's Montana customers than for anyone else. So, I'm hopeful that thoughtful people have spent some time with that subject and understand how serious it is.

So, when would you feel like you'll be able to announce how much capacity actually will or -- capital will be awarded as part of this RFP? And the allocation between yourselves and potential third parties?

It's way too early to speak to that. We really do have to get the plan filed and get some input from the Commission before we can go to that.

No. I was thinking more just simply about timing. When you'd be able to communicate how -- what would actually end up being approved out after the -- after it's been submitted to various third-parties and yourself?

Well, we hope to be able to solicit proposals later this year.

The deal with that I would say I think the earliest would be late 2019, we would have a response to that more likely early 2020.

Okay that was -- I appreciate that. Thank you. You've obviously done a very nice job here for quite a while in terms of being able to manage staying out of the regulatory arena. Given that's a 2017 historical test year already even with the -- when you solve this case in May or June or whenever you're already going to be behind in terms of simply rate base and everything like that. So, I don't know if you can kind of speak to it. Because it appears to me just mathematically that based on your capital expenditures less DDA and everything like that every year that you're not updating things your rate base is growing by about $120 million or something like that a year give or take that needs to be offset either through customer growth cost adjustments and everything like that if it's not being necessarily trued up in regulatory filings. Can you just kind of speak to, from a planning purpose given the historical lags what type of regulatory lag you tend to place in your forecast relative to the authorized?

Brian is waving his hands, saying give me the ball, give me the ball.

I think we've tried to operate by jurisdiction within 50 basis points of our authorized. And once we get outside of that it's time to take a look at rate cases. I think if you look at our 2018 Montana annual report now from an electric standpoint, I think that will be coming out here shortly. You will see that we would be under earning pretty significantly in Montana, thus it was important to come in for a rate case. I think to answer your question specifically we really have to see how we do in this particular upcoming rate case. Obviously, if we get a good outcome that provides us some cushion to continue to operate without coming in quicker. If we do not, unfortunately we'd have to be a bit more frequent rate filer and so I think that's something that we have to take consideration. So thus a very good outcome is important to all parties. We will continue to manage our business to try to minimize the impact on customers' bills regardless of the timing and when we come in for rate case and I guess I'll leave it at that.

All I would add is obviously we look every year whether we need to go in, we work to avoid rate cases, because we like to provide our customers stable rates. We've been successful in doing that. At the same time that we maintain good levels of investment and high levels of service. So, from a regulators perspective, I think most regulators would say that's a win. When we have to file, it’s time consuming and truly does draw attention and key resources away from doing the work we all want to do to serve our customers. So, we don't file lightly by any means. The other thing -- and it's true in many rate reviews, but certainly in this one as you've got a series of pretty significant policy issues embedded primarily in rate design and those have to be addressed. Hopefully, at least take steps to better position us to serve our customers the way they want to be served in the future.

Okay. And I have one last thing. Maybe a little nitpicky on aim. In the 1Q 2019 gross margin chart you mentioned the benefit of $7.3 million associated with the Tax Reform Act. Now when we go forward say 1Q, 2020 obviously that will not be there, but there will be some revenue increase associated with this rate case and basically any other operating pluses and minuses in sales and things of that nature. Is that the right way to think about it such that when we're just kind of thinking about basically comparisons going forward, the outcome of this rate case the gives and takes and whatever will be the items that will help offset that one item that clearly will not be there next year?

I think you're capturing that appropriately. You have to consider once a rate case is finalized you have a new revenue requirement in your moving forward. The goods and the bads associated with the moving parts in that particular rate case.

Thank you very much.

Thank you.

Thank you. Our next question will come from Paul Patterson, Glenrock Associates.

Hey, good afternoon.

Hi, Paul.

Hi, Paul.

So you do actually covered my questions. But one final sort of thought I was thinking about here was now maybe I miss recollected it, but I thought that the Montana Commissioners were generally in favor of the Colstrip legislation? And if they were, is there any regulatory approach that could be used to address the Colstrip the 331, Bill? Do you follow what I'm saying the absence of the 331 Bill?

Yes. And in some times and some places, I think the answer to that is, yes. The Commission was divided and they were divided for legitimate reasons. I think that strong majority is a real benefit in being able to acquire that asset for our customers. Their concern appeared to be focused on language addressing the Commission's role. We have -- we've talked about the fact that there are great benefits to our customers and great benefits to the system from doing this. But risks associated with going out to pursue that benefits in our view is that the risks really fell on shareholders. And unfortunately, we have experience of the Commission, I am not arguing with specific decisions, but the Commission pretty abruptly changing its policy late in the course of contested cases, eliminating the lost revenue adjustment mechanism that had been a cornerstone of policy for quite some time, changing its approach to cost recovery in the supply tracker. By taking a different course in the -- even in the most recent iteration of the tracker pursuant to statues than what had been represented that it was going to do. And to some extent that's a function of who happens to sit in those chairs that changes over time as well. We've also, though, seeing parties come in front of the Commission really trying to re-argue reopen subjects that had been we thought pretty definitively settled in previous Commission orders. Some of the examples are big, some of those are smaller. So all of that comes together to create some pretty significant risk associated basically with us trying to do something good for customers. So that's the kind of risk we just have to figure out one way or the other how to address. And we're sure open to suggestions on that. But in Montana, unfortunately those are real risks.

I hear you. Thanks so much. Have a great one.

Thanks, Paul.

Thank you very much. [Operator Instructions] Speakers, at this time, we have no further questions in the queue.

Well, thank you all very much for joining us and for your interest over the quarter. It is finally Springtime in the Rockies and on the great Plains. So we're looking forward to enjoying that over the weekend. Take care.

Thank you very much. Ladies and gentlemen, this now concludes today's conference. You may disconnect your phone lines and have a great rest of the week. Thank you.