Brian Bird
Analyst · Wells Fargo
All right. Thanks, Crystal. On 16, we speak to the merger with Black Hills and the benefits really to all stakeholders. And obviously, the strategic combination represents a highly attractive value creation opportunity for both companies. On this slide, it really speaks to certainly from a shareholder perspective, but also customers. So let me start with shareholders. increases scale position and growth. I mean, think of moving 2 companies from a 4% to 6% EPS growth to 5% to 7%, doubling of each company's rate base totaling approximately $11 billion. Both companies having significant growth opportunities and ability to take advantage of this merger to truly capture those. And as it points out a little bit lower on the slide, as a larger company, we'll be able to expand our investment opportunity. And I should also acknowledge it reduce risk as a larger company with risks like wildfire risk and other risks that we have in our business, we certainly can sustain those as a larger organization. Also strengthen the balance sheet and the credit metrics. You heard Crystal speak to that just a moment ago. Obviously, as a combined entity, we have the financial wherewithal to invest more in our businesses as a larger company and do that cost effectively for our customers. And lastly, enhanced business diversity. Not one entity will have more than 1/3 in terms of ownership, in terms of representation by a jurisdiction. I think the largest would be approximately 31% for a particular jurisdiction, but also a very, very good mix of electric and gas and what makes these 2 great companies, both combo utilities even stronger on a combined entity. And then at the center of this page, and this is really the center of all we do, certainly in NorthWestern and I'll speak for our friends at Black Hills, we think about our customers and the substantial long-term value for our customers from bringing these 2 teams together who are very complementary, and we both provide excellent customer service to our customers and are great operators. And I will tell you the savings generated from putting these 2 companies together ultimately accrue to customers in future rate review proceedings. And so obviously, in this time when people are thinking about affordability, our 2 companies are thinking about that certainly as we contemplate this merger on a going-forward basis. Moving forward, in terms of a time line, I mentioned earlier that we filed joint applications for approval in 3 states, Montana, Nebraska and South Dakota. We did that in Q4. and we have hearings expected in the second quarter of '26 for those states. We also filed at FERC in Q4 of '25. We filed our S-4 joint proxy statement on January 30, and we have shareholder votes both scheduled for April 2. Beyond that, we've also started our integration planning effort, and we do expect anticipated approvals and closing in the back half of 2026. Moving forward, kind of thinking about large-load customers, and obviously, that leads you to discussions around data centers. On Page 18, I mentioned to the far right, you see the Montana large-load opportunities. first and foremost, Sabey, I'm sure you've been reading about they've had some issues in terms of property, in terms of their project. They have 2 sites certainly that they're considering. And right now, they continue to -- they've got a favorable vote here recently to move forward, but they're still looking at the land concerns and they're dealing with those issues. They have land both in Butte and Anaconda that they're considering. So we continue to work through them as they work through those challenges. We have a development agreement, and we expect to get to an ESA here, hopefully, by the end of Q2 2026. Also, we announced here recently Atlas. Atlas Power, we've moved from an LOI to a development agreement. And they have been moving much, much quicker. It is good signs. I think would think from an offtaker or a customer from their perspective, they're getting ready to move forward. That's good news for us with that development agreement. I would just tell you the benefit of development agreements, these 2 entities now are putting skin in the game. Let's think of upwards of $500,000 of investment, if you will, for all the studies that are necessary that we need to complete this utility. And so skin in the game, if you will, for those 2 entities as we move forward. And I expect, at least one of those ESAs to be completed for those 2 by the end of Q2 2026. Quantica, also making great progress. And hopefully, we'll see a development agreement from them relatively soon. As I think about the 2 states that we provide electric business off to the left, the one thing I would say about Montana, we ultimately hope to serve these large-load customers on a state jurisdictional basis. And when we have an ESA with one of these parties, we'd like to make a filing with the MPSC along with a large-load tariff that protects customers, and we'd like to think we're going to do that here in the first half of 2026. Regarding South Dakota, there is a significant indication of interest by data centers in the state. The benefit there is any new large-load customers that require incremental capacity. We have infrastructure riders that can help us with that generation cost recovery. And also the South Dakota PUC has an established process for large-load customers with a deviated rate tariff. The last thing I'd say about South Dakota, as we sit during this legislative session, we're waiting on sales tax reform in the state, which is something that is very, very important to data centers before they move forward in South Dakota. So watch that in the coming weeks. The second slide I'd have on data center, Slide 19. The middle of that slide shows letter of intent and development agreements, obviously, moving from 2 letter of intents and the 1 development agreement to 1 letter of intent, 2 development agreements shows progress there. We'd like to move all of those over into the ESA category to the right here relatively soon in 2026. To the far left, I would also talk about data center requests and high-level assessments. You may note that the queue count is actually down a little bit there. And I think what happens, there's a lot of developers here and they get to a certain point and if they can't move forward and fast enough, can't find an offtaker or a customer, that count can reduce, not necessarily surprised. I think from a high-level assessment, there are some in there, we believe, certainly can move into that middle category of letter of intent and development agreements. So we're excited there. We do see some sales tax movement in South Dakota, I expect both of those queue counts to actually go up in 2026. Moving forward on Colstrip, happy to announce, as I announced earlier, that we've closed those 2 portions of Colstrip. In addition to our owned 222 megawatts, we've added the Avista 222 that not only allowed us to achieve resource adequacy in Montana, but increased our ownership from 15% to 30%. But knowing that we had not as much control certainly as a 30% owner, a matter of fact, we didn't have control of the facility as a whole. The incremental Puget piece did 2 things for us. It moved us from 30% to 55%, giving us that ability to drive strategic direction for the overall facility, but also gave us the ability now to serve large-load customers. And so both of those interests are closing and those interests are operating well for us, and we're excited to have them in the fleet. And I'll tell you, I sleep much sounder when cold weather does come to us in Montana and South Dakota. One thing I'd just say real quickly about Avista and Puget. I think you're well aware, we acquired both of those units for 0, which is a fantastic thing for our customers, certainly from an affordability and reliability standpoint. But we do need to cover our operating costs. And in Montana for the Avista portion, we filed a temporary PCCAM tariff waiver with the MPSC in August, and that would provide a near-term cost recovery that's expected to largely offset the -- approximately $18 million of incremental annual operating costs. That waiver, by the way, was temporarily granted in January 2026. So hopefully, we'll learn more about that waiver in '26, hopefully get full recovery for the full year of those operating costs at some point in the future. From the Puget perspective, we signed a contract in October 2025 to sell that electricity through late 2027. think of when data centers could come on in the state. And that revenue from that contract is expected to largely offset the approximately $30 million of incremental annual operating costs resulting from the transfer. I think you're all well aware, we filed with FERC for cost-based rates in October 2025, and we expect approval from that filing in the first quarter of 2026. Lastly, on the NorthWestern value proposition slide, you might have noticed that 2 changes on this slide. The first, Crystal talked to, is the 17% increase in investment over on the right-hand side up to the $3.21 billion. The second is noting the dividend yield at the top of the page. You might recall that you used to say 4% to 5%. I argue today, we're say approximately 4%. Keep that in mind as you think about our base plan on the left and our incremental opportunities there in the center from a base plan, taking that dividend yield plus our 4% to 6% EPS growth, you're looking at an 8% to 10% total return, just doing, and I'd argue what utilities are typically doing from electric and gas distribution, transmission, supply investment. This is a kind of bread-and-butter utility investment. And so even with that, thinking about an 8% to 10% total return. And obviously, we're able to capture any data center growth, any regional transmission, any incremental generating capacity, that return can certainly go over 10%. And so with that, I'm going to -- from a conclusion perspective, I think we've seen this conclusion slide for many years. I'm just going to turn it over from a Q&A perspective.