Commitments and Contingencies Disclosure [Text Block] | Commitments and Contingencies Except as set forth below and in Note 2 - Regulatory Matters above, the circumstances set forth in Note 18 - Commitments and Contingencies to the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021 appropriately represent, in all material respects, the current status of our material commitments and contingent liabilities. ENVIRONMENTAL LIABILITIES AND REGULATION Environmental Matters The operation of electric generating, transmission and distribution facilities, and gas gathering, storage, transportation and distribution facilities, along with the development (involving site selection, environmental assessments, and permitting) and construction of these assets, are subject to extensive federal, state, and local environmental and land use laws and regulations. Our activities involve compliance with diverse laws and regulations that address emissions and impacts to the environment, including air and water, protection of natural resources, avian and wildlife. We monitor federal, state, and local environmental initiatives to determine potential impacts on our financial results. As new laws or regulations are implemented, our policy is to assess their applicability and implement the necessary modifications to our facilities or their operation to maintain ongoing compliance. Our environmental exposure includes a number of components, including remediation expenses related to the cleanup of current or former properties, and costs to comply with changing environmental regulations related to our operations. At present, our environmental reserve, which relates primarily to the remediation of former manufactured gas plant sites owned by us or for which we are responsible, is estimated to range between $23.9 million to $30.5 million. As of June 30, 2022, we had a reserve of approximately $25.9 million, which has not been discounted. Environmental costs are recorded when it is probable we are liable for the remediation and we can reasonably estimate the liability. We use a combination of site investigations and monitoring to formulate an estimate of environmental remediation costs for specific sites. Our monitoring procedures and development of actual remediation plans depend not only on site specific information but also on coordination with the different environmental regulatory agencies in our respective jurisdictions; therefore, while remediation exposure exists, it may be many years before costs are incurred. Over time, as costs become determinable, we may seek authorization to recover such costs in rates or seek insurance reimbursement as available and applicable; therefore, although we cannot guarantee regulatory recovery, we do not expect these costs to have a material effect on our consolidated financial position or results of operations. Global Climate Change - National and international actions have been initiated to address global climate change and the contribution of greenhouse gas (GHG) including, most significantly, carbon dioxide (CO 2 ). These actions include legislative proposals, Executive and Environmental Protection Agency (EPA) actions at the federal level, state level activity, investor activism and private party litigation relating to GHG emissions. Coal-fired plants have come under particular scrutiny due to their level of GHG emissions. We have joint ownership interests in four coal-fired electric generating plants, all of which are operated by other companies. We are responsible for our proportionate share of the capital and operating costs while being entitled to our proportionate share of the power generated. While numerous bills have been introduced that address climate change from different perspectives, Congress has not passed any federal climate change legislation regarding GHG emissions from coal fired plants, and we cannot predict the timing or form of any potential legislation. However, Section 111(d) of the Clean Air Act (CAA) confers authority on EPA and the states to regulate emissions, including GHGs, from existing stationary sources. EPA has acted on this authority, including in 2015 when it sought to implement the Clean Power Plan that would establish rules to control GHG emissions from existing power plants. However, neither the Clean Power Plan nor any other subsequent attempts by the EPA to regulate emissions from coal-fired plants has become effective due to litigation by various states and stakeholders. One of the key issues in the litigation revolves around whether EPA can use its CAA authority to compel fossil fuel sources to curtail operations and invest in renewable and other low carbon energy sources, in other words, establish a carbon emission cap based on a power generation source shift. The litigation culminated in the United States Supreme Court's June 30, 2022 ruling in West Virginia, et al., v. Environmental Protection Agency, et al , in which the Court held that the EPA does not have the authority to force major changes in the U.S. electric generation mix, as that would expand EPA's regulatory authority. In addition, the U.S. Supreme Court concluded that EPA could not meet its burden under the "major questions doctrine" to point to clear congressional authorization for this authority. The U.S. Supreme Court's ruling, however, declined to decide whether the Section 111(d) phrase "system of emissions reduction" refers exclusively to individual source control at coal-fired plants or broader energy-generating industry-wide approaches. We are continuing to analyze the decision's impact on us. Therefore, we cannot predict whether or how future GHG emission regulations or litigation will impact our plants, including any actions taken by the relevant state authorities. As GHG regulations are implemented, it could result in additional compliance costs impacting our future results of operations and financial position if such costs are not recovered through regulated rates. We will continue working with federal and state regulatory authorities, other utilities, and stakeholders to seek relief from any GHG regulations that, in our view, disproportionately impact customers in our region. Future additional environmental requirements 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 may not be available within a timeframe consistent with the implementation of any such requirements. Physical impacts of climate change also may present potential risks for severe weather, such as droughts, fires, floods, wind, ice storms and tornadoes, in the locations where we operate or have interests. These potential risks may impact costs for electric and natural gas supply and maintenance of generation, distribution, and transmission facilities. LEGAL PROCEEDINGS Pacific Northwest Solar Litigation Pacific Northwest Solar, LLC (PNWS) is a solar qualifying facility (QF) developer seeking to construct small solar facilities in Montana. We began negotiating with PNWS in early 2016 to purchase the output from 21 of its proposed facilities pursuant to our standard QF-1 Tariff, which is applicable to projects no larger than 3 MWs. On June 16, 2016, however, the Montana Public Service Commission (MPSC) suspended the availability of the QF-1 Tariff standard rates for that category of solar projects, which included the projects proposed by PNWS. The MPSC exempted from the suspension any projects for which a QF had both submitted a signed power purchase agreement and had executed an interconnection agreement with us by June 16, 2016. Although we had signed four power purchase agreements with PNWS as of that date, we had not entered into interconnection agreements with PNWS for any of those projects. As a result, none of the PNWS projects in Montana qualified for the exemption. In November 2016, PNWS sued us in state court seeking unspecified damages for breach of contract and a judicial declaration that some or all of the 21 proposed power purchase agreements it had proposed to us were in effect despite the MPSC's Order. We removed the state lawsuit to the United States District Court for the District of Montana (Court). PNWS also requested the MPSC to exempt its projects from the tariff suspension and allow those projects to receive the QF-1 tariff rate that had been in effect prior to the suspension. We joined in PNWS’s request for relief with respect to four of the projects, but the MPSC did not grant any of the relief requested by PNWS or us. In August 2017, we entered into a non-monetary, partial settlement with PNWS in which PNWS amended its original complaint to limit its claims for enforcement and/or damages to only four of the 21 power purchase agreements. As a result, the damages sought by the plaintiff were reduced to approximately $8.0 million for the alleged breach of the four power purchase agreements. We participated in an unsuccessful mediation on January 24, 2019 and subsequent settlement efforts also have been unsuccessful. On August 31, 2021, the Court ruled that the four agreements were valid and enforceable contracts and that we breached the agreements on June 16, 2016 by refusing to go forward with the projects in spite of the MPSC's Orders. On December 15, 2021, after a three-day trial, the jury determined that PNWS had sustained $0.5 million in damages and the judge subsequently entered judgment against us in that amount. We filed a post-trial motion on January 13, 2022 seeking to have the judgment set aside. On February 9, 2022, the judge denied our post-trial motion. We filed our Notice of Appeal to the Ninth Circuit Court of Appeals on March 1, 2022, and PNWS filed its Cross-Notice of Appeal on March 9, 2022. We expect that briefing will conclude in September 2022 and that the Court will then hear oral arguments before rendering a decision. While the Court of Appeals had encouraged the parties to engage in a voluntary court-supervised mediation, the Court has subsequently determined that further discussions would be unproductive and released both parties from the mediation process. Talen Montana Bankruptcy On May 9, 2022 Talen Energy Supply, LLC (Talen Energy) along with 71 affiliated entities, filed bankruptcy in Houston, Texas, seeking reorganization under Chapter 11 (the Talen Bankruptcy). Talen Montana, LLC (Talen) was one of the affiliated entities that filed bankruptcy and is included as a part of the Talen Bankruptcy. Talen is one of the co-owners of Colstrip Units 1, 2 and 3, and the operator of Units 3 and 4. The Talen Bankruptcy filing, along with the automatic stay under §362 of the Bankruptcy Code, affects pending legal proceedings in which both NorthWestern and Talen are involved, including the State of Montana-Riverbed Rents Litigation, the Colstrip Arbitration and Litigation, and the Colstrip Coal Dust Litigation. As the Talen Bankruptcy is in its early stages, we are unable to predict the ultimate effect, if any, on Colstrip Units 3 and 4, or other matters in which both NorthWestern and Talen Montana are presently engaged. 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 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 2012, the United States Supreme Court issued a decision holding that the Montana Supreme Court erred in not considering a segment-by-segment approach to determine navigability and relying on present day recreational use of the rivers. It also held that what it referred to as the Great Falls Reach “at least from the head of the first waterfall to the foot of the last” was not navigable for title purposes, and thus the State did not own the riverbeds in that segment. The United States Supreme Court remanded the case to the Montana Supreme Court for further proceedings not inconsistent with its opinion. Following the 2012 remand, the case laid dormant for four years until the State’s Complaint was filed with the State District Court. 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). The State filed a motion to remand. Following briefing and argument, on October 10, 2017, the Federal District Court entered an order denying the State’s motion. Because the State’s Complaint included a claim that the State owned the riverbeds in the Great Falls Reach, on October 16, 2017, we and Talen renewed our earlier-filed motions seeking to dismiss the portion of the State’s Complaint concerning the Great Falls Reach in light of the United States Supreme Court’s decision. On August 1, 2018, the Federal District Court granted the motions to dismiss the State’s Complaint as it pertains to approximately 8.2 miles of riverbed from “the head of the Black Eagle Falls to the foot of the Great Falls.” In particular, the dismissal pertained to the Black Eagle Dam, Rainbow Dam and reservoir, Cochrane Dam and reservoir, and Ryan Dam and reservoir. While the dismissal of these four facilities may be subject to appeal, that appeal would not likely occur until after judgment in the case. On February 12, 2019, the Federal District Court granted our motion to join the United States as a defendant to the litigation. As a result, on October 31, 2019, the State filed and served an Amended Complaint including the United States as a defendant and removing claims of ownership for the hydroelectric facilities on the Great Falls Reach, except for the Morony and the Black Eagle Developments. We and Talen filed answers to the Amended Complaint on December 13, 2019, and the United States answered on February 5, 2020. A bench trial before the Federal District Court commenced January 4, 2022 and concluded on January 18, 2022. This bench trial addressed the issue of navigability of the segments at issue. Damages were bifurcated by agreement and will be tried separately, should the Federal District Court find any segments navigable. On April 29, 2022, the parties submitted amended findings of fact and conclusions of law, along with post-trial briefing. The parties, other than Talen, filed responses on May 13, 2022. Talen did not file a response, as it had filed bankruptcy on May 9, 2022. In its response, the State sought to sever Talen and proceed solely against NorthWestern and the United States. A decision on navigability was expected following these submissions. However, the Talen Bankruptcy and resulting automatic stay, has resulted in a hold on this case, including a hold on any decision regarding navigability and the State's severance request. The Federal District Court, by order issued June 23, 2022, confirmed it will not rule on the severance until the bankruptcy stay is lifted or ends. On July 16, 2022, Talen filed an adversary complaint in Talen's Bankruptcy, asking the Bankruptcy Court to extend the stay to NorthWestern. We dispute the State’s claims and intend to continue to vigorously defend the lawsuit. At this time, we cannot predict an outcome. If the Federal District Court determines the riverbeds are navigable under the remaining six facilities that were not dismissed and if it calculates damages as the State District Court did in 2008, we estimate the annual rents could be approximately $3.8 million commencing when we acquired the facilities in November 2014. 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 MPSC would approve any such recovery. Colstrip Arbitration and Litigation As part of the settlement of litigation brought by the Sierra Club and the Montana Environmental Information Center against the owners and operator of Colstrip, the owners of Units 1 and 2 agreed to shut down those units no later than July 2022. In January 2020, the owners of Units 1 and 2 closed those two units. We do not have ownership in Units 1 and 2, and decisions regarding those units, including their shut down, were made by their respective owners. The six owners of Units 3 and 4 currently share the operating costs pursuant to the terms of an operating agreement among them, the Ownership and Operation Agreement (O&O Agreement). Costs of common facilities were historically shared among the owners of all four units. With the closure of Units 1 and 2, we have incurred additional operating costs with respect to our interest in Unit 4 and expect to experience a negative impact on our transmission revenue due to reduced amounts of energy transmitted across our transmission lines. We expect to incorporate any reduction in revenue in our next general rate review, resulting in lower revenue credits to certain customers. The remaining depreciable life of our investment in Colstrip Unit 4 is through 2042. Recovery of costs associated with the closure of the facility is subject to MPSC approval. Three of the joint owners of Units 3 and 4 are subject to regulation in Washington and in May 2019, the Washington state legislature enacted a statute mandating Washington electric utilities to “eliminate coal-fired resources from [their] allocation of electricity” on or before December 31, 2025, after which date they may no longer include their share of coal-fired resources in their regulated electric supply portfolio. As a result of the Washington legislation, four of the six joint owners of Units 3 and 4 (the Pacific Northwest Owners) requested the operator prepare a 2021 budget reflecting closure of Units 3 and 4 by 2025, and alternately a closure of Unit 3 by 2025 and a closure of Unit 4 by 2027. Differing viewpoints on closure dates delayed approval of the 2021 budget, until it was approved on March 22, 2021. Budgeting for 2022 was also delayed, with the Pacific Northwest Owners demanding substantial budget reductions, but was ultimately approved on January 21, 2022. Such budgeting pressures may result in future budgets that may not be sufficient to maintain the reliability of Units 3 and 4. While we believe closure requires each owner’s consent, there are differences among the owners as to this issue under the O&O Agreement. On March 12, 2021, we initiated an arbitration under the O&O Agreement (the “Arbitration”), which seeks to resolve the primary issue of whether closure of Units 3 and 4 can be accomplished without each joint owner's consent and to clarify the obligations of the joint owners to continue to fund operations until all joint owners agree on closure. The threat of early closure led the Montana Legislature to enact, and the Montana Governor to sign into law, Senate Bill 265 (SB 265) and Senate Bill 266 (SB 266). SB 265 requires arbitrations involving a Montana electric utility to be heard in Montana before a panel of three arbitrators, which, if enforced, would alter the O&O Agreement’s arbitration provision. SB 266 allows the Montana Attorney General (Montana AG) to bring legal action against an owner of a jointly-owned facility who fails or refuses to fund its share of operating costs or who acts to bring about permanent closure of a generating unit of a facility without seeking and obtaining the consent of all co-owners. If an owner is found to have acted willfully in so acting, the Montana AG may seek a daily fine of $100,000 for each violation. The Arbitration has given rise to three lawsuits challenging the constitutionality of SB 265 and SB 266. The Pacific Northwest Owners assert the Arbitration must be conducted under the O&O Agreement, with one arbitrator, in Spokane County, Washington, and pursuant to the Washington Arbitration Act. The fifth joint owner asserts the Arbitration must be conducted per the terms of SB 265, which requires the Arbitration be conducted, with three arbitrators, in Montana and pursuant to the Montana Uniform Arbitration Act. The Pacific Northwest Owners have added the Montana AG as a defendant and claim SB 266 is unenforceable as contrary to the U.S. and Montana constitutions. On October 13, 2021 (as clarified on December 17, 2021), the United States District Court for the District of Montana granted a preliminary injunction enjoining the Montana AG from enforcing SB 266. The Pacific Northwest Owners have moved for summary judgment on their claims SB 265 and SB 266 are unconstitutional. We have also moved the court to compel the parties to arbitration. Those motions along with a request by the Montana AG to stay the judicial proceedings were heard by the Magistrate Judge on April 26, 2022. However, the Talen Bankruptcy and resulting automatic stay has resulted in a hold on this case, including a hold on any decision regarding NorthWestern’s motion to compel arbitration. The Pacific Northwest Owners filed a motion to lift the automatic stay and NorthWestern has joined in that motion. Following oral argument, on July 12, 2022, the Bankruptcy Court announced its decision to continue the stay and ordered Talen to submit by August 11, 2022 a proposal addressing “whether the plants will operate or close and for how costs will be borne with respect to either of those alternatives” and set a hearing for August 15, 2022. If the Bankruptcy Court finds the proposed alternative reasonable, the stay is expected to continue, and if not, the stay may be lifted. The pendency of the lawsuits has delayed, and the Talen Bankruptcy further delays, commencement of the arbitration proceedings and thus delays resolution of the issues we raised when we commenced arbitration. The three initiated lawsuits do not make direct financial demands, and instead, address issues related to process for the Arbitration and for closure of the facility. The pendency of the lawsuits has delayed commencement of the Arbitration proceedings and thus delayed resolution of the issues we raised when we commenced arbitration. Since the Arbitration was initiated, and despite the litigation, we have worked and continue to work with the other joint owners to arrive at an agreed upon process for the Arbitration. Colstrip Coal Dust Litigation On December 14, 2020, a claim was filed against Talen, the operator of the Colstrip Units 1, 2, 3 and 4 (Colstrip), in the Montana Sixteenth Judicial District Court, Rosebud County, Cause No. CV-20-58. 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, as well as 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. Talen’s bankruptcy and resulting automatic stay prevents the plaintiffs from pursuing their claims against Talen, but does not automatically prevent the plaintiffs from pursuing their claims against the other defendants. On July 16, 2022, Talen filed an adversary complaint in Talen's Bankruptcy asking the Bankruptcy Court to extend the stay to the other defendants, including NorthWestern. A decision on this is pending. Since this lawsuit is in its early stages, we are unable to predict outcomes or estimate a range of reasonably possible losses. BNSF Demands for Indemnity and Remediation Costs NorthWestern has recently received a demand for indemnity from BNSF Railway Company (BNSF) for past and future environmental investigation and remediation costs incurred by BNSF at one of the three operable units at the Anaconda Copper Mining (ACM) Smelter and Refinery Superfund Site, located near Great Falls, Montana. Smelter and refining operations at the site commenced in 1893 and continued until 1980. According to U.S. EPA, the smelter and refining operations have contaminated soil, groundwater and surface water resources around the site with lead, arsenic and other metal wastes. ARCO (Atlantic Richfield Company) initiated reclamation and maintenance activities in the 1980s and 1990s. Between 2002 and 2008, the EPA conducted several site investigations. In March 2011, the EPA placed the ACM Smelter and Refinery Site on the Superfund program’s National Priority List. The Superfund Site is 427 acres and contains three operable units: Operable Unit 1 (consisting of five subsections including the Railroad Corridor and four other “areas of interest”), Operable Unit 2 (the former smelter and refinery site), and Operable Unit 3 (the Missouri River that flows along the south sides of Operable Units 1 and 2). NorthWestern owns property in the Railroad Corridor sub-section of Operable Unit 1. BNSF claims it is entitled to indemnity and contribution from NorthWestern for the costs it has and will incur to investigate and remediate contamination in Operable Unit 1. BNSF reports it has incurred in excess of $4.4 million, pending final resolution of response and oversight costs incurred by government agencies (EPA and Montana DEQ), in investigative and other response costs associated with Operable Unit 1, and that in the future it will incur additional costs to implement the final remedy for Operable Unit 1. In the Record of Decision (ROD) for Operable Unit 1 issued on August 21, 2021, the EPA estimated the costs to implement the selected remedies for the Railroad Corridor will be approximately $4.1 million. In the ROD, the EPA also estimated the costs to implement the selected remedy (including institutional controls) for the four “areas of interest” in Operable Unit 1 would be approximately $1.8 million, with annual operating costs of ten thousand dollars. We are evaluating BNSF’s claim and is unable at this time to predict outcomes or estimate a range of reasonably possible losses. 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. |