Annual Return/Report of Employee Benefit Plan

Transcription

1 Form 5500 Department of the Treasury Internal Revenue Service Department of Labor Employee Benefits Security Administration Pension Benefit Guaranty Corporation Part I Annual Return/Report of Employee Benefit Plan This form is required to be filed for employee benefit plans under sections 104 and 4065 of the Employee Retirement Income Security Act of 1974 (ERISA) and sections 6057(b) and 6058(a) of the Internal Revenue Code (the Code). Complete all entries in accordance with the instructions to the Form Annual Report Identification Information For calendar plan year 2017 or fiscal plan year beginning 01/01/2017 A X a multiemployer plan This return/report is for: X a single-employer plan X a DFE (specify) _C_ OMB Nos This Form is Open to Public Inspection and ending 12/31/2017 X a multiple-employer plan (Filers checking this box must attach a list of participating employer information in accordance with the form instructions.) B This return/report is: X the first return/report X the final return/report X an amended return/report X a short plan year return/report (less than 12 months) C If the plan is a collectively-bargained plan, check here X D Check box if filing under: X Form 5558 X automatic extension X the DFVC program X special extension (enter description) Part II Basic Plan Information enter all requested information 1a Name of plan NORTHWESTERN CORPORATION PENSION PLAN FGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI FGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI 2a Plan sponsor s name (employer, if for a single-employer plan) Mailing address (include room, apt., suite no. and street, or P.O. Box) City or town, state or province, country, and ZIP or foreign postal code (if foreign, see instructions) NORTHWESTERN CORPORATION FGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI DBA D/B/A NORTHWESTERN ABCDEFGHI ENERGY FGHI ABCDEFGHI ABCDEFGHI 11 c/o EAST ABCDEFGHI PARK STREETFGHI ABCDEFGHI ABCDEFGHI BUTTE, MT ABCDEFGHI ABCDEFGHI ABCDE ABCDEFGHI ABCDEFGHI ABCDE CITYEFGHI ABCDEFGHI AB, ST UK Caution: A penalty for the late or incomplete filing of this return/report will be assessed unless reasonable cause is established. 1b Three-digit plan number (PN) 001 1c Effective date of plan YYYY-MM-DD 10/01/1940 2b Employer Identification Number (EIN) c Plan Sponsor s telephone number d Business code (see instructions) Under penalties of perjury and other penalties set forth in the instructions, I declare that I have examined this return/report, including accompanying schedules, statements and attachments, as well as the electronic version of this return/report, and to the best of my knowledge and belief, it is true, correct, and complete. SIGN HERE Filed with authorized/valid electronic signature. YYYY-MM-DD 10/09/2018 ABCDEFGHI PEGGY LOWNEY ABCDEFGHI ABCDEFGHI ABCDE Signature of plan administrator Date Enter name of individual signing as plan administrator SIGN HERE Filed with authorized/valid electronic signature. YYYY-MM-DD 10/09/2018 CRYSTAL ABCDEFGHI LAIL ABCDEFGHI ABCDEFGHI ABCDE Signature of employer/plan sponsor Date Enter name of individual signing as employer or plan sponsor SIGN YYYY-MM-DD HERE Signature of DFE Date Enter name of individual signing as DFE For Paperwork Reduction Act Notice, see the Instructions for Form Form 5500 (2017) v

2 Form 5500 (2017) Page 2 3a Plan administrator s name and address X Same as Plan Sponsor EMPLOYEE BENEFITS ADMINISTRATION COMMITTEE ABCDEFGHI PEGGY LOWNEY FGHI ABCDEFGHI ABCDEFGHI c/o 11 EAST ABCDEFGHI PARK STREET FGHI ABCDEFGHI ABCDEFGHI BUTTE, MT ABCDEFGHI ABCDEFGHI ABCDE ABCDEFGHI ABCDEFGHI ABCDE CITYEFGHI ABCDEFGHI AB, ST UK 4 If the name and/or EIN of the plan sponsor or the plan name has changed since the last return/report filed for this plan, enter the plan sponsor s name, EIN, the plan name and the plan number from the last return/report: a Sponsor s name c Plan Name 3b Administrator s EIN c Administrator s telephone number b EIN d PN Total number of participants at the beginning of the plan year Number of participants as of the end of the plan year unless otherwise stated (welfare plans complete only lines 6a(1), 6a(2), 6b, 6c, and 6d). a(1) Total number of active participants at the beginning of the plan year... 6a(1) a(2) Total number of active participants at the end of the plan year... 6a(2) b Retired or separated participants receiving benefits... 6b c Other retired or separated participants entitled to future benefits... 6c d Subtotal. Add lines 6a(2), 6b, and 6c.... 6d e Deceased participants whose beneficiaries are receiving or are entitled to receive benefits.... 6e f Total. Add lines 6d and 6e.... 6f g Number of participants with account balances as of the end of the plan year (only defined contribution plans complete this item)... 6g h Number of participants who terminated employment during the plan year with accrued benefits that were less than 100% vested... 6h Enter the total number of employers obligated to contribute to the plan (only multiemployer plans complete this item) a If the plan provides pension benefits, enter the applicable pension feature codes from the List of Plan Characteristics Codes in the instructions: 1A 1C b If the plan provides welfare benefits, enter the applicable welfare feature codes from the List of Plan Characteristics Codes in the instructions: 9a Plan funding arrangement (check all that apply) X 9b Plan benefit arrangement (check all that apply) X (1) X Insurance (1) X Insurance (2) X Code section 412(e)(3) insurance contracts (2) X Code section 412(e)(3) insurance contracts X (3) X Trust (3) X Trust (4) X General assets of the sponsor (4) X General assets of the sponsor 10 Check all applicable boxes in 10a and 10b to indicate which schedules are attached, and, where indicated, enter the number attached. (See instructions) a Pension Schedules b General Schedules (1) X R (Retirement Plan Information) (1) X H (Financial Information) X (2) X MB (Multiemployer Defined Benefit Plan and Certain Money Purchase Plan Actuarial Information) - signed by the plan actuary (3) X SB (Single-Employer Defined Benefit Plan Actuarial Information) - signed by the plan actuary X X (2) X I (Financial Information Small Plan) (3) X 1 A (Insurance Information) (4) X C (Service Provider Information) (5) X D (DFE/Participating Plan Information) (6) X G (Financial Transaction Schedules)

3 Part III Form 5500 (2017) Page 3 Form M-1 Compliance Information (to be completed by welfare benefit plans) 11a If the plan provides welfare benefits, was the plan subject to the Form M-1 filing requirements during the plan year? (See instructions and 29 CFR ) X Yes X No If Yes is checked, complete lines 11b and 11c. 11b Is the plan currently in compliance with the Form M-1 filing requirements? (See instructions and 29 CFR )... X Yes 11c Enter the Receipt Confirmation Code for the 2017 Form M-1 annual report. If the plan was not required to file the 2017 Form M-1 annual report, enter the Receipt Confirmation Code for the most recent Form M-1 that was required to be filed under the Form M-1 filing requirements. (Failure to enter a valid Receipt Confirmation Code will subject the Form 5500 filing to rejection as incomplete.) Receipt Confirmation Code X No

4 SCHEDULE A (Form 5500) Department of the Treasury Internal Revenue Service Department of Labor Employee Benefits Security Administration Pension Benefit Guaranty Corporation For calendar plan year 2017 or fiscal plan year beginning A Name of plan NORTHWESTERN CORPORATION PENSION PLAN Insurance Information This schedule is required to be filed under section 104 of the Employee Retirement Income Security Act of 1974 (ERISA). File as an attachment to Form Insurance companies are required to provide the information pursuant to ERISA section 103(a)(2). FGHI ABCDEFGHI ABCDE FGHI FGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI C Plan sponsor s name as shown on line 2a of Form 5500 NORTHWESTERN CORPORATION B and ending Three-digit OMB No This Form is Open to Public Inspection 12/31/2017 plan number (PN) 001 D Employer Identification Number (EIN) FGHI ABCDEFGHI ABCDE FGHI ABCDEFGHI Part I Information Concerning Insurance Contract Coverage, Fees, and Commissions Provide information for each contract on a separate Schedule A. Individual contracts grouped as a unit in Parts II and III can be reported on a single Schedule A. 1 Coverage Information: (a) Name of insurance carrier FGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI JOHN HANCOCK LIFE INSURANCE COMPANY (b) EIN (c) NAIC code (d) Contract or identification number (e) Approximate number of persons covered at end of policy or contract year (f) From Policy or contract year ABCDE ABCDE YYYY-MM-DD YYYY-MM-DD 2 Insurance fee and commission information. Enter the total fees and total commissions paid. List in line 3 the agents, brokers, and other persons in descending order of the amount paid. (a) Total amount of commissions paid (b) Total amount of fees paid 0 0 (g) To Persons receiving commissions and fees. (Complete as many entries as needed to report all persons). (a) Name and address of the agent, broker, or other person to whom commissions or fees were paid ABCDEFGHI ABCDEFGHI ABCDE ABCDEFGHI ABCDEFGHI ABCDE CITY56789 ABCDEFGHI AB, ST (b) Amount of sales and base commissions paid (c) Amount Fees and other commissions paid (d) Purpose ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI (a) Name and address of the agent, broker, or other person to whom commissions or fees were paid ABCDEFGHI ABCDEFGHI ABCDE ABCDEFGHI ABCDEFGHI ABCDE CITY56789 ABCDEFGHI AB, ST (b) Amount of sales and base commissions paid GAC 15 ASSN 0 (c) Amount 01/01/2017 Fees and other commissions paid (d) Purpose 01/01/ ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI (e) Organization code 1 (e) Organization code For Paperwork Reduction Act Notice, see the Instructions for Form Schedule A (Form 5500) 2017 v /31/2017 1

5 Schedule A (Form 5500) 2017 Page 2 1 x 1 (a) Name and address of the agent, broker, or other person to whom commissions or fees were paid ABCDEFGHI ABCDEFGHI ABCDE ABCDEFGHI ABCDEFGHI ABCDE CITY56789 ABCDEFGHI AB, ST (b) Amount of sales and base commissions paid (c) Amount Fees and other commissions paid (d) Purpose ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI (a) Name and address of the agent, broker, or other person to whom commissions or fees were paid ABCDEFGHI ABCDEFGHI ABCDE ABCDEFGHI ABCDEFGHI ABCDE CITY56789 ABCDEFGHI AB, ST (b) Amount of sales and base commissions paid (c) Amount Fees and other commissions paid (d) Purpose ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI (a) Name and address of the agent, broker, or other person to whom commissions or fees were paid ABCDEFGHI ABCDEFGHI ABCDE ABCDEFGHI ABCDEFGHI ABCDE CITY56789 ABCDEFGHI AB, ST (b) Amount of sales and base commissions paid (c) Amount Fees and other commissions paid (d) Purpose ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI (a) Name and address of the agent, broker, or other person to whom commissions or fees were paid ABCDEFGHI ABCDEFGHI ABCDE ABCDEFGHI ABCDEFGHI ABCDE CITY56789 ABCDEFGHI AB, ST (b) Amount of sales and base commissions paid (c) Amount Fees and other commissions paid (d) Purpose ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI (a) Name and address of the agent, broker, or other person to whom commissions or fees were paid ABCDEFGHI ABCDEFGHI ABCDE ABCDEFGHI ABCDEFGHI ABCDE CITY56789 ABCDEFGHI AB, ST (b) Amount of sales and base commissions paid (c) Amount Fees and other commissions paid (d) Purpose ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI (e) Organization code 1 (e) Organization code 1 (e) Organization code 1 (e) Organization code 1 (e) Organization code 1

6 Schedule A (Form 5500) 2017 Page 3 Part II Investment and Annuity Contract Information Where individual contracts are provided, the entire group of such individual contracts with each carrier may be treated as a unit for purposes of this report. 4 Current value of plan s interest under this contract in the general account at year end Current value of plan s interest under this contract in separate accounts at year end Contracts With Allocated Funds: a State the basis of premium rates b Premiums paid to carrier... 6b c Premiums due but unpaid at the end of the year... 6c d 6d If the carrier, service, or other organization incurred any specific costs in connection with the acquisition or retention of the contract or policy, enter amount.... Specify nature of costs e Type of contract: (1) X individual policies (2) X group deferred annuity (3) X other (specify) f If contract purchased, in whole or in part, to distribute benefits from a terminating plan, check here X 7 Contracts With Unallocated Funds (Do not include portions of these contracts maintained in separate accounts) a Type of contract: (1) X deposit administration (2) X immediate participation guarantee (3) X guaranteed investment (4) X other b Balance at the end of the previous year... 7b c Additions: (1) Contributions deposited during the year... 7c(1) (2) Dividends and credits... 7c(2) (3) Interest credited during the year... 7c(3) (4) Transferred from separate account... 7c(4) (5) Other (specify below)... 7c(5) (6)Total additions... 7c(6) d Total of balance and additions (add lines 7b and 7c(6)).... 7d e Deductions: (1) Disbursed from fund to pay benefits or purchase annuities during year 7e(1) (2) Administration charge made by carrier... 7e(2) (3) Transferred to separate account... 7e(3) (4) Other (specify below)... 7e(4) NET REALIZED CAPITAL GAIN AND MARKET VALUE ADJUSTMENT (5) Total deductions... 7e(5) f Balance at the end of the current year (subtract line 7e(5) from line 7d)... 7f

7 Schedule A (Form 5500) 2017 Page 4 Part III Welfare Benefit Contract Information If more than one contract covers the same group of employees of the same employer(s) or members of the same employee organizations(s), the information may be combined for reporting purposes if such contracts are experience-rated as a unit. Where contracts cover individual employees, the entire group of such individual contracts with each carrier may be treated as a unit for purposes of this report. 8 Benefit and contract type (check all applicable boxes) a X Health (other than dental or vision) b X Dental c X Vision d X Life insurance e X Temporary disability (accident and sickness) f X Long-term disability g X Supplemental unemployment h X Prescription drug i X Stop loss (large deductible) j X HMO contract k X PPO contract l X Indemnity contract m X Other (specify) FGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCKEFGHI ABCDEFGHI ABCDEFGHI ABCDE 9 Experience-rated contracts: a Premiums: (1) Amount received... 9a(1) (2) Increase (decrease) in amount due but unpaid... 9a(2) (3) Increase (decrease) in unearned premium reserve... 9a(3) (4) Earned ((1) + (2) - (3))... 9a(4) b Benefit charges (1) Claims paid... 9b(1) (2) Increase (decrease) in claim reserves... 9b(2) (3) Incurred claims (add (1) and (2))... 9b(3) (4) Claims charged... 9b(4) c Remainder of premium: (1) Retention charges (on an accrual basis) (A) Commissions... 9c(1)(A) (B) Administrative service or other fees... 9c(1)(B) (C) Other specific acquisition costs... 9c(1)(C) (D) Other expenses... 9c(1)(D) (E) Taxes... 9c(1)(E) (F) Charges for risks or other contingencies... 9c(1)(F) (G) Other retention charges... 9c(1)(G) (H) Total retention... 9c(1)(H) (2) Dividends or retroactive rate refunds. (These amounts were X paid in cash, or X credited.)... 9c(2) d Status of policyholder reserves at end of year: (1) Amount held to provide benefits after retirement... 9d(1) (2) Claim reserves... 9d(2) (3) Other reserves... 9d(3) e Dividends or retroactive rate refunds due. (Do not include amount entered in line 9c(2).)... 9e Nonexperience-rated contracts: a Total premiums or subscription charges paid to carrier... 10a b If the carrier, service, or other organization incurred any specific costs in connection with the acquisition or - retention of the contract or policy, other than reported in Part I, line 2 above, report amount b Specify nature of costs. FGHI FGHI ABCDEFGHI ABCD FGHI FGHI ABCDEFGHI ABCD FGHI FGHI ABCDEFGHI ABCD FGHI FGHI ABCDEFGHI ABCD FGHI FGHI ABCDEFGHI ABCD FGHI FGHI ABCDEFGHI ABCD FGHI FGHI ABCDEFGHI ABCD FGHI FGHI ABCDEFGHI ABCD FGHI FGHI ABCDEFGHI ABCD FGHI FGHI ABCDEFGHI ABCD FGHI ABCDEFGHI ABCDEFGHI Part IV Provision of Information 11 Did the insurance company fail to provide any information necessary to complete Schedule A?... X Yes X No 12 If the answer to line 11 is Yes, specify the information not provided. FGHI FGHI ABCDEFGHI ABCDEFGHI ABCDE

8 SCHEDULE SB (Form 5500) Department of the Treasury Internal Revenue Service Department of Labor Employee Benefits Security Administration Pension Benefit Guaranty Corporation For calendar plan year 2017 or fiscal plan year beginning Round off amounts to nearest dollar. Single-Employer Defined Benefit Plan Actuarial Information This schedule is required to be filed under section 104 of the Employee Retirement Income Security Act of 1974 (ERISA) and section 6059 of the Internal Revenue Code (the Code). File as an attachment to Form 5500 or 5500-SF. 01/01/2017 and ending Caution: A penalty of $1,000 will be assessed for late filing of this report unless reasonable cause is established. A Name of plan B Three-digit NORTHWESTERN CORPORATION PENSION PLAN FGHI ABCDEFGHI FGHI ABCDEFGHI FGHI OMB No This Form is Open to Public Inspection plan number (PN) C Plan sponsor s name as shown on line 2a of Form 5500 or 5500-SF Employer Identification Number (EIN) ABCDEFGHI NORTHWESTERN ABCDEFGHI CORPORATION ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI E Type of plan: X Single X Multiple-A X Multiple-B F Prior year plan size: X 100 or fewer X X More than 500 Part I Basic Information 1 Enter the valuation date: Month 01 Day 01 Year Assets: a Market value... 2a b Actuarial value... 2b Funding target/participant count breakdown (1) Number of participants a For retired participants and beneficiaries receiving payment b For terminated vested participants... c For active participants... d Total... 4 If the plan is in at-risk status, check the box and complete lines (a) and (b)... X D (2) Vested Funding Target (3) Total Funding Target a Funding target disregarding prescribed at-risk assumptions... 4a b Funding target reflecting at-risk assumptions, but disregarding transition rule for plans that have been in at-risk status for fewer than five consecutive years and disregarding loading factor... 4b Effective interest rate % Target normal cost Statement by Enrolled Actuary To the best of my knowledge, the information supplied in this schedule and accompanying schedules, statements and attachments, if any, is complete and accurate. Each prescribed assumption was applied in accordance with applicable law and regulations. In my opinion, each other assumption is reasonable (taking into account the experience of the plan and reasonable expectations) and such other assumptions, in combination, offer my best estimate of anticipated experience under the plan. SIGN HERE Signature of actuary ABCDEFGHI DAREN L. ANDERSON ABCDEFGHI ABCDEFGHI ABCDE Type or print name of actuary 08/14/2018 Date Most recent enrollment number YYYY-MM-DD MERCER Firm name 333 SOUTH 7TH STREET, SUITE 1400 MINNEAPOLIS, MN ABCDEFGHI ABCDEFGHI ABCDE ABCDEFGHI ABCDEFGHI ABCDE UK Address of the firm Telephone number (including area code) If the actuary has not fully reflected any regulation or ruling promulgated under the statute in completing this schedule, check the box and see instructions For Paperwork Reduction Act Notice, see the Instructions for Form 5500 or 5500-SF. Schedule SB (Form 5500) 2017 v /31/ X

9 Schedule SB (Form 5500) 2017 Page x Part II Beginning of Year Carryover and Prefunding Balances 7 Balance at beginning of prior year after applicable adjustments (line 13 from prior year)... (a) Carryover balance (b) Prefunding balance Portion elected for use to offset prior year s funding requirement (line 35 from prior year) Amount remaining (line 7 minus line 8) Interest on line 9 using prior year s actual return of 8.00 % Prior year s excess contributions to be added to prefunding balance: a Present value of excess contributions (line 38a from prior year) b(1) Interest on the excess, if any, of line 38a over line 38b from prior year Schedule SB, using prior year's effective interest rate of 5.96%... b(2) Interest on line 38b from prior year Schedule SB, using prior year's actual return... c Total available at beginning of current plan year to add to prefunding balance d Portion of (c) to be added to prefunding balance Other reductions in balances due to elections or deemed elections Balance at beginning of current year (line 9 + line 10 + line 11d line 12) Part III Funding Percentages 14 Funding target attainment percentage % Adjusted funding target attainment percentage % Prior year s funding percentage for purposes of determining whether carryover/prefunding balances may be used to reduce current year s funding requirement % If the current value of the assets of the plan is less than 70 percent of the funding target, enter such percentage % Part IV Contributions and Liquidity Shortfalls 18 Contributions made to the plan for the plan year by employer(s) and employees: (a) Date (MM-DD-YYYY) 07/13/2018 (b) Amount paid by employer(s) (c) Amount paid by employees (a) Date (MM-DD-YYYY) (b) Amount paid by employer(s) (c) Amount paid by employees YYYY-MM-DD 08/10/ YYYY-MM-DD YYYY-MM-DD YYYY-MM-DD YYYY-MM-DD YYYY-MM-DD YYYY-MM-DD YYYY-MM-DD YYYY-MM-DD Totals 18(b) (c) 19 Discounted employer contributions see instructions for small plan with a valuation date after the beginning of the year: a Contributions allocated toward unpaid minimum required contributions from prior years a b Contributions made to avoid restrictions adjusted to valuation date... 19b c Contributions allocated toward minimum required contribution for current year adjusted to valuation date... 19c Quarterly contributions and liquidity shortfalls: a Did the plan have a funding shortfall for the prior year?... X Yes X No b If line 20a is Yes, were required quarterly installments for the current year made in a timely manner?... X Yes X No c If line 20a is Yes, see instructions and complete the following table as applicable: Liquidity shortfall as of end of quarter of this plan year (1) 1st (2) 2nd (3) 3rd (4) 4th

10 Schedule SB (Form 5500) 2017 Page 3 Part V Assumptions Used to Determine Funding Target and Target Normal Cost 21 Discount rate: a Segment rates: 1st segment: 2nd segment: 3rd segment: _% _% % X N/A, full yield curve used b Applicable month (enter code)... 21b Weighted average retirement age Mortality table(s) (see instructions) X Prescribed - combined X Prescribed - separate X Substitute Part VI Miscellaneous Items 24 Has a change been made in the non-prescribed actuarial assumptions for the current plan year? If Yes, see instructions regarding required attachment.... X Yes X No 25 Has a method change been made for the current plan year? If Yes, see instructions regarding required attachment... X Yes X No 26 Is the plan required to provide a Schedule of Active Participants? If Yes, see instructions regarding required attachment.... X Yes X No 27 If the plan is subject to alternative funding rules, enter applicable code and see instructions regarding attachment... Part VII Reconciliation of Unpaid Minimum Required Contributions For Prior Years 28 Unpaid minimum required contributions for all prior years Discounted employer contributions allocated toward unpaid minimum required contributions from prior years (line 19a) Remaining amount of unpaid minimum required contributions (line 28 minus line 29) Part VIII Minimum Required Contribution For Current Year 31 Target normal cost and excess assets (see instructions): a Target normal cost (line 6)... 31a b Excess assets, if applicable, but not greater than line 31a... 31b Amortization installments: Outstanding Balance Installment a Net shortfall amortization installment b Waiver amortization installment If a waiver has been approved for this plan year, enter the date of the ruling letter granting the approval (Month Day Year )_and the waived amount Total funding requirement before reflecting carryover/prefunding balances (lines 31a - 31b + 32a + 32b - 33) Balances elected for use to offset funding Carryover balance Prefunding balance Total balance requirement Additional cash requirement (line 34 minus line 35) Contributions allocated toward minimum required contribution for current year adjusted to valuation date (line 19c) Present value of excess contributions for current year (see instructions) a Total (excess, if any, of line 37 over line 36)... 38a b Portion included in line 38a attributable to use of prefunding and funding standard carryover balances... 38b 39 Unpaid minimum required contribution for current year (excess, if any, of line 36 over line 37) Unpaid minimum required contributions for all years Part IX Pension Funding Relief Under Pension Relief Act of 2010 (See Instructions) 41 If an election was made to use PRA 2010 funding relief for this plan: a Schedule elected... 2 plus 7 years X 15 years b Eligible plan year(s) for which the election in line 41a was made... X 2008 X 2009 X 2010 X Amount of acceleration adjustment Excess installment acceleration amount to be carried over to future plan years X 0 0 0

11 SCHEDULE C (Form 5500) Department of the Treasury Internal Revenue Service Department of Labor Employee Benefits Security Administration Pension Benefit Guaranty Corporation For calendar plan year 2017 or fiscal plan year beginning A Name of plan NORTHWESTERN CORPORATION PENSION PLAN ABCDEFGHI Service Provider Information This schedule is required to be filed under section 104 of the Employee Retirement Income Security Act of 1974 (ERISA). File as an attachment to Form /01/2017 and ending B Three-digit 12/31/2017 plan number (PN) 001 OMB No This Form is Open to Public Inspection. 001 C Plan sponsor s name as shown on line 2a of Form 5500 NORTHWESTERN CORPORATION ABCDEFGHI D Employer Identification Number (EIN) Part I Service Provider Information (see instructions) You must complete this Part, in accordance with the instructions, to report the information required for each person who received, directly or indirectly, $5,000 or more in total compensation (i.e., money or anything else of monetary value) in connection with services rendered to the plan or the person's position with the plan during the plan year. If a person received only eligible indirect compensation for which the plan received the required disclosures, you are required to answer line 1 but are not required to include that person when completing the remainder of this Part. 1 Information on Persons Receiving Only Eligible Indirect Compensation a Check "Yes" or "No" to indicate whether you are excluding a person from the remainder of this Part because they received only eligible indirect compensation for which the plan received the required disclosures (see instructions for definitions and conditions) X Yes X No b If you answered line 1a Yes, enter the name and EIN or address of each person providing the required disclosures for the service providers who received only eligible indirect compensation. Complete as many entries as needed (see instructions). (b) Enter name and EIN or address of person who provided you disclosures on eligible indirect compensation (b) Enter name and EIN or address of person who provided you disclosures on eligible indirect compensation (b) Enter name and EIN or address of person who provided you disclosures on eligible indirect compensation (b) Enter name and EIN or address of person who provided you disclosures on eligible indirect compensation For Paperwork Reduction Act Notice, see the Instructions for Form Schedule C (Form 5500) 2017 v

12 Schedule C (Form 5500) 2017 Page 2-1 x 1 (b) Enter name and EIN or address of person who provided you disclosures on eligible indirect compensation (b) Enter name and EIN or address of person who provided you disclosures on eligible indirect compensation (b) Enter name and EIN or address of person who provided you disclosures on eligible indirect compensation (b) Enter name and EIN or address of person who provided you disclosures on eligible indirect compensation (b) Enter name and EIN or address of person who provided you disclosures on eligible indirect compensation (b) Enter name and EIN or address of person who provided you disclosures on eligible indirect compensation (b) Enter name and EIN or address of person who provided you disclosures on eligible indirect compensation (b) Enter name and EIN or address of person who provided you disclosures on eligible indirect compensation

13 Schedule C (Form 5500) 2017 Page 3-1 x 1 2. Information on Other Service Providers Receiving Direct or Indirect Compensation. Except for those persons for whom you answered Yes to line 1a above, complete as many entries as needed to list each person receiving, directly or indirectly, $5,000 or more in total compensation (i.e., money or anything else of value) in connection with services rendered to the plan or their position with the plan during the plan year. (See instructions). JOHN HANCOCK LIFE INSURANCE COMPANY (a) Enter name and EIN or address (see instructions) (b) Service Code(s) (c) Relationship to employer, employee organization, or person known to be a party-in-interest (d) Enter direct compensation paid by the plan. If none, enter -0-. (e) Did service provider receive indirect compensation? (sources other than plan or plan sponsor) (f) Did indirect compensation include eligible indirect compensation, for which the plan received the required disclosures? (g) (h) Enter total indirect Did the service compensation received by provider give you a service provider excluding formula instead of eligible indirect an amount or compensation for which you estimated amount? answered Yes to element (f). If none, enter ABCDEFGHI CONTRACT ABCDEFGHI ABCD ADMINISTRATION Yes X No X Yes X No X Yes X No X (a) Enter name and EIN or address (see instructions) (b) Service Code(s) (c) Relationship to employer, employee organization, or person known to be a party-in-interest ABCDEFGHI ABCDEFGHI ABCD (d) Enter direct compensation paid by the plan. If none, enter -0-. (e) Did service provider receive indirect compensation? (sources other than plan or plan sponsor) (f) Did indirect compensation include eligible indirect compensation, for which the plan received the required disclosures? Yes X No X Yes X No X (g) (h) Enter total indirect Did the service compensation received by provider give you a service provider excluding formula instead of eligible indirect an amount or compensation for which you estimated amount? answered Yes to element (f). If none, enter Yes X No X (a) Enter name and EIN or address (see instructions) (b) Service Code(s) (c) Relationship to employer, employee organization, or person known to be a party-in-interest ABCDEFGHI ABCDEFGHI ABCD (d) Enter direct compensation paid by the plan. If none, enter -0-. (e) Did service provider receive indirect compensation? (sources other than plan or plan sponsor) (f) Did indirect compensation include eligible indirect compensation, for which the plan received the required disclosures? (g) (h) Enter total indirect Did the service compensation received by provider give you a service provider excluding formula instead of eligible indirect an amount or compensation for which you estimated amount? answered Yes to element (f). If none, enter Yes X No X Yes X No X Yes X No X

14 Schedule C (Form 5500) 2017 Page 3-1 x 2 2. Information on Other Service Providers Receiving Direct or Indirect Compensation. Except for those persons for whom you answered Yes to line 1a above, complete as many entries as needed to list each person receiving, directly or indirectly, $5,000 or more in total compensation (i.e., money or anything else of value) in connection with services rendered to the plan or their position with the plan during the plan year. (See instructions). (a) Enter name and EIN or address (see instructions) (b) Service Code(s) (c) Relationship to employer, employee organization, or person known to be a party-in-interest (d) Enter direct compensation paid by the plan. If none, enter -0-. (e) Did service provider receive indirect compensation? (sources other than plan or plan sponsor) (f) Did indirect compensation include eligible indirect compensation, for which the plan received the required disclosures? (g) (h) Enter total indirect Did the service compensation received by provider give you a service provider excluding formula instead of eligible indirect an amount or compensation for which you estimated amount? answered Yes to element (f). If none, enter -0-. ABCDEFGHI ABCDEFGHI ABCD Yes X No X Yes X No X Yes X No X (a) Enter name and EIN or address (see instructions) (b) Service Code(s) (c) Relationship to employer, employee organization, or person known to be a party-in-interest ABCDEFGHI ABCDEFGHI ABCD (d) Enter direct compensation paid by the plan. If none, enter -0-. (e) Did service provider receive indirect compensation? (sources other than plan or plan sponsor) (f) Did indirect compensation include eligible indirect compensation, for which the plan received the required disclosures? Yes X No X Yes X No X (g) (h) Enter total indirect Did the service compensation received by provider give you a service provider excluding formula instead of eligible indirect an amount or compensation for which you estimated amount? answered Yes to element (f). If none, enter Yes X No X (a) Enter name and EIN or address (see instructions) (b) Service Code(s) (c) Relationship to employer, employee organization, or person known to be a party-in-interest ABCDEFGHI ABCDEFGHI ABCD (d) Enter direct compensation paid by the plan. If none, enter -0-. (e) Did service provider receive indirect compensation? (sources other than plan or plan sponsor) (f) Did indirect compensation include eligible indirect compensation, for which the plan received the required disclosures? (g) (h) Enter total indirect Did the service compensation received by provider give you a service provider excluding formula instead of eligible indirect an amount or compensation for which you estimated amount? answered Yes to element (f). If none, enter Yes X No X Yes X No X Yes X No X

15 Schedule C (Form 5500) 2017 Page 4-1 x 1 Part I Service Provider Information (continued) 3. If you reported on line 2 receipt of indirect compensation, other than eligible indirect compensation, by a service provider, and the service provider is a fiduciary or provides contract administrator, consulting, custodial, investment advisory, investment management, broker, or recordkeeping services, answer the following questions for (a) each source from whom the service provider received $1,000 or more in indirect compensation and (b) each source for whom the service provider gave you a formula used to determine the indirect compensation instead of an amount or estimated amount of the indirect compensation. Complete as many entries as needed to report the required information for each source. (a) Enter service provider name as it appears on line 2 (b) Service Codes (see instructions) (c) Enter amount of indirect compensation (d) Enter name and EIN (address) of source of indirect compensation (e) Describe the indirect compensation, including any formula used to determine the service provider s eligibility for or the amount of the indirect compensation. (a) Enter service provider name as it appears on line 2 (b) Service Codes (see instructions) (c) Enter amount of indirect compensation (d) Enter name and EIN (address) of source of indirect compensation (e) Describe the indirect compensation, including any formula used to determine the service provider s eligibility for or the amount of the indirect compensation. (a) Enter service provider name as it appears on line 2 (b) Service Codes (see instructions) (c) Enter amount of indirect compensation (d) Enter name and EIN (address) of source of indirect compensation (e) Describe the indirect compensation, including any formula used to determine the service provider s eligibility for or the amount of the indirect compensation.

16 Schedule C (Form 5500) 2017 Page 5-1 x 1 Part II Service Providers Who Fail or Refuse to Provide Information 4 Provide, to the extent possible, the following information for each service provider who failed or refused to provide the information necessary to complete this Schedule. (a) Enter name and EIN or address of service provider (see instructions) (b) Nature of Service Code(s) (c) Describe the information that the service provider failed or refused to provide (a) Enter name and EIN or address of service provider (see instructions) (b) Nature of Service Code(s) (a) Enter name and EIN or address of service provider (see instructions) (b) Nature of Service Code(s) (a) Enter name and EIN or address of service provider (see instructions) (b) Nature of Service Code(s) (a) Enter name and EIN or address of service provider (see instructions) (b) Nature of Service Code(s) (c) Describe the information that the service provider failed or refused to provide (c) Describe the information that the service provider failed or refused to provide (c) Describe the information that the service provider failed or refused to provide (c) Describe the information that the service provider failed or refused to provide (a) Enter name and EIN or address of service provider (see instructions) (b) Nature of Service Code(s) (c) Describe the information that the service provider failed or refused to provide

17 Schedule C (Form 5500) 2017 Page 6-1 x 1 Part III Termination Information on Accountants and Enrolled Actuaries (see instructions) (complete as many entries as needed) a Name: b EIN: c Position: ABCDEFGHI ABCDEFGHI ABCD d Address: e Telephone: Explanation: FGHI FGHI FGHI FGHI FGHI FGHI ABCDEFGHI a Name: b EIN: c Position: ABCDEFGHI ABCDEFGHI ABCD d Address: e Telephone: Explanation: FGHI FGHI FGHI FGHI FGHI FGHI ABCDEFGHI a Name: b EIN: c Position: ABCDEFGHI ABCDEFGHI ABCD d Address: e Telephone: Explanation: FGHI FGHI FGHI FGHI FGHI FGHI ABCDEFGHI a Name: b EIN: c Position: ABCDEFGHI ABCDEFGHI ABCD d Address: e Telephone: Explanation: FGHI FGHI FGHI FGHI FGHI FGHI ABCDEFGHI a Name: b EIN: c Position: ABCDEFGHI ABCDEFGHI ABCD d Address: e Telephone: Explanation: FGHI FGHI FGHI FGHI FGHI FGHI ABCDEFGHI

18 SCHEDULE D (Form 5500) Department of the Treasury Internal Revenue Service Department of Labor Employee Benefits Security Administration For calendar plan year 2017 or fiscal plan year beginning A Name of plan NORTHWESTERN CORPORATION PENSION PLAN DFE/Participating Plan Information This schedule is required to be filed under section 104 of the Employee Retirement Income Security Act of 1974 (ERISA). File as an attachment to Form FGHI ABCDEFGHI ABCDEFGHI FGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI and ending B Three-digit OMB No This Form is Open to Public Inspection. plan number (PN) 001 C Plan or DFE sponsor s name as shown on line 2a of Form 5500 Employer Identification Number (EIN) ABCDEFGHI NORTHWESTERN ABCDEFGHI CORPORATION FGHI ABCDEFGHI Part I Information on interests in MTIAs, CCTs, PSAs, and IEs (to be completed by plans and DFEs) (Complete as many entries as needed to report all interests in DFEs) a Name of MTIA, CCT, PSA, or IE: NORTHWESTERN ABCDEFGHI ENERGY ABCDEFGHI MASTER RETIREME ABCDEFGHI ABCD THE NORTHERN ABCDEFGHI TRUST ABCDEFGHI COMPANY FGHI b Name of sponsor of entity listed in (a): ABCDEFGHI c EIN-PN a Name of MTIA, CCT, PSA, or IE: b Name of sponsor of entity listed in (a): c EIN-PN a Name of MTIA, CCT, PSA, or IE: b Name of sponsor of entity listed in (a): c EIN-PN a Name of MTIA, CCT, PSA, or IE: b Name of sponsor of entity listed in (a): c EIN-PN a Name of MTIA, CCT, PSA, or IE: b Name of sponsor of entity listed in (a): c EIN-PN a Name of MTIA, CCT, PSA, or IE: b Name of sponsor of entity listed in (a): c EIN-PN a Name of MTIA, CCT, PSA, or IE: b Name of sponsor of entity listed in (a): c EIN-PN /01/2017 d Entity M e Dollar value of interest in MTIA, CCT, PSA, or code IE at end of year (see instructions) FGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI d Entity e Dollar value of interest in MTIA, CCT, PSA, or code IE at end of year (see instructions) FGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI d Entity e Dollar value of interest in MTIA, CCT, PSA, or code IE at end of year (see instructions) FGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI d Entity e Dollar value of interest in MTIA, CCT, PSA, or code IE at end of year (see instructions) FGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI d Entity e Dollar value of interest in MTIA, CCT, PSA, or code IE at end of year (see instructions) FGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI d Entity e Dollar value of interest in MTIA, CCT, PSA, or code IE at end of year (see instructions) FGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI d Entity e Dollar value of interest in MTIA, CCT, PSA, or code IE at end of year (see instructions) For Paperwork Reduction Act Notice, see the Instructions for Form Schedule D (Form 5500) 2017 v D 12/31/

19 Schedule D (Form 5500) 2017 Page 2-11 x a Name of MTIA, CCT, PSA, or IE: b Name of sponsor of entity listed in (a): c EIN-PN a Name of MTIA, CCT, PSA, or IE: b Name of sponsor of entity listed in (a): c EIN-PN a Name of MTIA, CCT, PSA, or IE: b Name of sponsor of entity listed in (a): c EIN-PN a Name of MTIA, CCT, PSA, or IE: b Name of sponsor of entity listed in (a): c EIN-PN a Name of MTIA, CCT, PSA, or IE: b Name of sponsor of entity listed in (a): c EIN-PN a Name of MTIA, CCT, PSA, or IE: b Name of sponsor of entity listed in (a): c EIN-PN a Name of MTIA, CCT, PSA, or IE: b Name of sponsor of entity listed in (a): c EIN-PN a Name of MTIA, CCT, PSA, or IE: b Name of sponsor of entity listed in (a): c EIN-PN a Name of MTIA, CCT, PSA, or IE: b Name of sponsor of entity listed in (a): c EIN-PN a Name of MTIA, CCT, PSA, or IE: b Name of sponsor of entity listed in (a): c EIN-PN FGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI d Entity e Dollar value of interest in MTIA, CCT, PSA, or code IE at end of year (see instructions) FGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI d Entity e Dollar value of interest in MTIA, CCT, PSA, or code IE at end of year (see instructions) FGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI d Entity e Dollar value of interest in MTIA, CCT, PSA, or code IE at end of year (see instructions) FGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI d Entity e Dollar value of interest in MTIA, CCT, PSA, or code IE at end of year (see instructions) FGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI d Entity e Dollar value of interest in MTIA, CCT, PSA, or code IE at end of year (see instructions) FGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI d Entity e Dollar value of interest in MTIA, CCT, PSA, or code IE at end of year (see instructions) FGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI d Entity e Dollar value of interest in MTIA, CCT, PSA, or code IE at end of year (see instructions) FGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI d Entity e Dollar value of interest in MTIA, CCT, PSA, or code IE at end of year (see instructions) FGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI d Entity e Dollar value of interest in MTIA, CCT, PSA, or code IE at end of year (see instructions) FGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI d Entity e Dollar value of interest in MTIA, CCT, PSA, or code IE at end of year (see instructions)

20 6 Part II a Plan name b Name of plan sponsor a Plan name b Name of plan sponsor a Plan name b Name of plan sponsor a Plan name b Name of plan sponsor a Plan name b Name of plan sponsor a Plan name b Name of plan sponsor a Plan name b Name of plan sponsor a Plan name b Name of plan sponsor a Plan name b Name of plan sponsor a Plan name b Name of plan sponsor a Plan name b Name of plan sponsor a Plan name b Name of plan sponsor Schedule D (Form 5500) 2017 Page 3-1 x Information on Participating Plans (to be completed by DFEs) (Complete as many entries as needed to report all participating plans) FGHI FGHI FGHI ABCDEFGHI ABCDEFGHI FGHI ABCDEFGHI c EIN-PN ABCDEFGHI ABCDEFGHI FGHI FGHI FGHI ABCDEFGHI ABCDEFGHI FGHI ABCDEFGHI c EIN-PN ABCDEFGHI ABCDEFGHI FGHI FGHI FGHI ABCDEFGHI ABCDEFGHI FGHI ABCDEFGHI c EIN-PN ABCDEFGHI ABCDEFGHI FGHI FGHI FGHI ABCDEFGHI ABCDEFGHI FGHI ABCDEFGHI c EIN-PN ABCDEFGHI ABCDEFGHI FGHI FGHI FGHI ABCDEFGHI ABCDEFGHI FGHI ABCDEFGHI c EIN-PN ABCDEFGHI ABCDEFGHI FGHI FGHI FGHI ABCDEFGHI ABCDEFGHI FGHI ABCDEFGHI c EIN-PN ABCDEFGHI ABCDEFGHI FGHI FGHI FGHI ABCDEFGHI ABCDEFGHI FGHI ABCDEFGHI c EIN-PN ABCDEFGHI ABCDEFGHI FGHI FGHI FGHI ABCDEFGHI ABCDEFGHI FGHI ABCDEFGHI c EIN-PN ABCDEFGHI ABCDEFGHI FGHI FGHI FGHI ABCDEFGHI ABCDEFGHI FGHI ABCDEFGHI c EIN-PN ABCDEFGHI ABCDEFGHI FGHI FGHI FGHI ABCDEFGHI ABCDEFGHI FGHI ABCDEFGHI c EIN-PN ABCDEFGHI ABCDEFGHI FGHI FGHI FGHI ABCDEFGHI ABCDEFGHI FGHI ABCDEFGHI c EIN-PN ABCDEFGHI ABCDEFGHI FGHI FGHI FGHI ABCDEFGHI ABCDEFGHI FGHI ABCDEFGHI c EIN-PN ABCDEFGHI ABCDEFGHI

21 SCHEDULE H (Form 5500) Department of the Treasury Department of the Treasury Internal Revenue Service Department of Labor Employee Benefits Security Administration Financial Information This schedule is required to be filed under section 104 of the Employee Retirement Income Security Act of 1974 (ERISA), and section 6058(a) of the Internal Revenue Code (the Code). OMB No File as an attachment to Form This Form is Open to Public Pension Benefit Guaranty Corporation Inspection For calendar plan year 2017 or fiscal plan year beginning 01/01/2017 and ending 12/31/2017 A Name of plan B Three-digit ABCDEFGHI NORTHWESTERN ABCDEFGHI CORPORATION ABCDEFGHI PENSION PLAN ABCDEFGHI ABCDEFGHI ABCDEFGHI 001 FGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI plan number (PN) 001 C Plan sponsor s name as shown on line 2a of Form 5500 D Employer Identification Number (EIN) ABCDEFGHI NORTHWESTERN ABCDEFGHI CORPORATION FGHI ABCDEFGHI Part I Asset and Liability Statement 1 Current value of plan assets and liabilities at the beginning and end of the plan year. Combine the value of plan assets held in more than one trust. Report the value of the plan s interest in a commingled fund containing the assets of more than one plan on a line-by-line basis unless the value is reportable on lines 1c(9) through 1c(14). Do not enter the value of that portion of an insurance contract which guarantees, during this plan year, to pay a specific dollar benefit at a future date. Round off amounts to the nearest dollar. MTIAs, CCTs, PSAs, and IEs do not complete lines 1b(1), 1b(2), 1c(8), 1g, 1h, and 1i. CCTs, PSAs, and IEs also do not complete lines 1d and 1e. See instructions. Assets (a) Beginning of Year (b) End of Year a Total noninterest-bearing cash... 1a b Receivables (less allowance for doubtful accounts): (1) Employer contributions... 1b(1) (2) Participant contributions... 1b(2) (3) Other... 1b(3) c General investments: (1) Interest-bearing cash (include money market accounts & certificates of deposit)... 1c(1) (2) U.S. Government securities... 1c(2) (3) Corporate debt instruments (other than employer securities): (A) Preferred... 1c(3)(A) (B) All other... 1c(3)(B) (4) Corporate stocks (other than employer securities): (A) Preferred... 1c(4)(A) (B) Common... 1c(4)(B) (5) Partnership/joint venture interests... 1c(5) (6) Real estate (other than employer real property)... 1c(6) (7) Loans (other than to participants)... 1c(7) (8) Participant loans... 1c(8) (9) Value of interest in common/collective trusts... 1c(9) (10) Value of interest in pooled separate accounts... 1c(10) (11) Value of interest in master trust investment accounts... 1c(11) (12) Value of interest in investment entities... 1c(12) (13) Value of interest in registered investment companies (e.g., mutual funds)... (14) Value of funds held in insurance company general account (unallocated contracts)... 1c(13) c(14) (15) Other... 1c(15) For Paperwork Reduction Act Notice, see the Instructions for Form Schedule H (Form 5500) 2017 v

22 Schedule H (Form 5500) 2017 Page 2 1d Employer-related investments: (a) Beginning of Year (b) End of Year (1) Employer securities... 1d(1) (2) Employer real property... 1d(2) e Buildings and other property used in plan operation... 1e f Total assets (add all amounts in lines 1a through 1e)... 1f Liabilities 1g Benefit claims payable... 1g h Operating payables... 1h i Acquisition indebtedness... 1i j Other liabilities... 1j k Total liabilities (add all amounts in lines 1g through1j)... 1k Net Assets 1l Net assets (subtract line 1k from line 1f)... 1l Part II Income and Expense Statement 2 Plan income, expenses, and changes in net assets for the year. Include all income and expenses of the plan, including any trust(s) or separately maintained fund(s) and any payments/receipts to/from insurance carriers. Round off amounts to the nearest dollar. MTIAs, CCTs, PSAs, and IEs do not complete lines 2a, 2b(1)(E), 2e, 2f, and 2g. Income (a) Amount (b) Total a Contributions: b (1) Received or receivable in cash from: (A) Employers... 2a(1)(A) (B) Participants... 2a(1)(B) (C) Others (including rollovers)... 2a(1)(C) (2) Noncash contributions... 2a(2) (3) Total contributions. Add lines 2a(1)(A), (B), (C), and line 2a(2)... 2a(3) Earnings on investments: (1) Interest: (A) Interest-bearing cash (including money market accounts and certificates of deposit)... (5) Unrealized appreciation (depreciation) of assets: (A) Real estate... 2b(5)(A) (B) Other... 2b(5)(B) (C) Total unrealized appreciation of assets. Add lines 2b(5)(A) and (B)... 2b(1)(A) (B) U.S. Government securities... 2b(1)(B) (C) Corporate debt instruments... 2b(1)(C) (D) Loans (other than to participants)... 2b(1)(D) (E) Participant loans... 2b(1)(E) (F) Other... 2b(1)(F) (G) Total interest. Add lines 2b(1)(A) through (F)... 2b(1)(G) (2) Dividends: (A) Preferred stock... 2b(2)(A) (B) Common stock... 2b(2)(B) (C) Registered investment company shares (e.g. mutual funds)... 2b(2)(C) (D) Total dividends. Add lines 2b(2)(A), (B), and (C) 2b(2)(D) (3) Rents... 2b(3) (4) Net gain (loss) on sale of assets: (A) Aggregate proceeds... 2b(4)(A) (B) Aggregate carrying amount (see instructions)... 2b(4)(B) (C) Subtract line 2b(4)(B) from line 2b(4)(A) and enter result... 2b(4)(C) b(5)(C)

23 Schedule H (Form 5500) 2017 Page 3 (a) Amount (b) Total (6) Net investment gain (loss) from common/collective trusts... 2b(6) (7) Net investment gain (loss) from pooled separate accounts... 2b(7) (8) Net investment gain (loss) from master trust investment accounts... 2b(8) (9) Net investment gain (loss) from investment entities... 2b(9) (10) Net investment gain (loss) from registered investment companies (e.g., mutual funds)... 2b(10) c Other income... 2c d Total income. Add all income amounts in column (b) and enter total... 2d Expenses e Benefit payment and payments to provide benefits: (1) Directly to participants or beneficiaries, including direct rollovers... 2e(1) (2) To insurance carriers for the provision of benefits... 2e(2) (3) Other... 2e(3) (4) Total benefit payments. Add lines 2e(1) through (3)... 2e(4) f Corrective distributions (see instructions)... 2f g Certain deemed distributions of participant loans (see instructions)... 2g h Interest expense... 2h i Administrative expenses: (1) Professional fees... 2i(1) (2) Contract administrator fees... 2i(2) (3) Investment advisory and management fees... 2i(3) (4) Other... 2i(4) (5) Total administrative expenses. Add lines 2i(1) through (4)... 2i(5) j Total expenses. Add all expense amounts in column (b) and enter total... 2j Net Income and Reconciliation k Net income (loss). Subtract line 2j from line 2d... 2k l Transfers of assets: (1) To this plan... 2l(1) (2) From this plan... 2l(2) Part III Accountant s Opinion 3 Complete lines 3a through 3c if the opinion of an independent qualified public accountant is attached to this Form Complete line 3d if an opinion is not attached. a The attached opinion of an independent qualified public accountant for this plan is (see instructions): (1) X Unqualified (2) X Qualified (3) X Disclaimer (4) X Adverse b Did the accountant perform a limited scope audit pursuant to 29 CFR and/or (d)? X Yes X No c Enter the name and EIN of the accountant (or accounting firm) below: (1) Name: EIDE ABCDEFGHI BAILLY, LLPABCDEFGHI ABCDEFGHI ABCD (2) EIN: d The opinion of an independent qualified public accountant is not attached because: (1) X This form is filed for a CCT, PSA, or MTIA. (2) X It will be attached to the next Form 5500 pursuant to 29 CFR Part IV Compliance Questions 4 CCTs and PSAs do not complete Part IV. MTIAs, IEs, and GIAs do not complete lines 4a, 4e, 4f, 4g, 4h, 4k, 4m, 4n, or IEs also do not complete lines 4j and 4l. MTIAs also do not complete line 4l. a b During the plan year: Yes No Amount Was there a failure to transmit to the plan any participant contributions within the time period described in 29 CFR ? Continue to answer Yes for any prior year failures until fully corrected. (See instructions and DOL s Voluntary Fiduciary Correction Program.)... 4a Were any loans by the plan or fixed income obligations due the plan in default as of the close of the plan year or classified during the year as uncollectible? Disregard participant loans secured by participant s account balance. (Attach Schedule G (Form 5500) Part I if Yes is checked.)... 4b X X X

24 Schedule H (Form 5500) 2017 Page 4-1 x c d Yes No Amount Were any leases to which the plan was a party in default or classified during the year as uncollectible? (Attach Schedule G (Form 5500) Part II if Yes is checked.)... 4c X Were there any nonexempt transactions with any party-in-interest? (Do not include transactions reported on line 4a. Attach Schedule G (Form 5500) Part III if Yes is checked.)... 4d X e Was this plan covered by a fidelity bond?... 4e X f Did the plan have a loss, whether or not reimbursed by the plan s fidelity bond, that was caused by g h i j k fraud or dishonesty?... 4f X Did the plan hold any assets whose current value was neither readily determinable on an established market nor set by an independent third party appraiser?... 4g X Did the plan receive any noncash contributions whose value was neither readily determinable on an established market nor set by an independent third party appraiser?... Did the plan have assets held for investment? (Attach schedule(s) of assets if Yes is checked, and see instructions for format requirements.)... Were any plan transactions or series of transactions in excess of 5% of the current value of plan assets? (Attach schedule of transactions if Yes is checked, and see instructions for format requirements.)... Were all the plan assets either distributed to participants or beneficiaries, transferred to another plan, or brought under the control of the PBGC?... 4k 4h X l Has the plan failed to provide any benefit when due under the plan?... 4l X m If this is an individual account plan, was there a blackout period? (See instructions and 29 CFR )... 4m n If 4m was answered Yes, check the Yes box if you either provided the required notice or one of the exceptions to providing the notice applied under 29 CFR n 5a Has a resolution to terminate the plan been adopted during the plan year or any prior plan year?... X Yes X No If Yes, enter the amount of any plan assets that reverted to the employer this year. 5b If, during this plan year, any assets or liabilities were transferred from this plan to another plan(s), identify the plan(s) to which assets or liabilities were transferred. (See instructions.) 5b(1) Name of plan(s) 5b(2) EIN(s) 5b(3) PN(s) FGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI FGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI FGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI FGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI FGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI FGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI FGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI FGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI c If the plan is a defined benefit plan, is it covered under the PBGC insurance program (See ERISA section 4021.)?... X Yes X No X Not determined X If Yes is checked, enter the My PAA confirmation number from the PBGC premium filing for this plan year (See instructions.) 4i 4j X X X

25 SCHEDULE R (Form 5500) Department of the Treasury Internal Revenue Service Department of Labor Employee Benefits Security Administration Pension Benefit Guaranty Corporation For calendar plan year 2017 or fiscal plan year beginning A Name of plan NORTHWESTERN CORPORATION PENSION PLAN Retirement Plan Information This schedule is required to be filed under sections 104 and 4065 of the Employee Retirement Income Security Act of 1974 (ERISA) and section 6058(a) of the Internal Revenue Code (the Code). File as an attachment to Form FGHI ABCDEFGHI ABCDEFGHI FGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI C Plan sponsor s name as shown on line 2a of Form 5500 NORTHWESTERN CORPORATION FGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI Part I Part II Distributions and ending B D Three-digit plan number OMB No This Form is Open to Public Inspection. (PN) Employer Identification Number (EIN) All references to distributions relate only to payments of benefits during the plan year. 1 Total value of distributions paid in property other than in cash or the forms of property specified in the 1 instructions... 2 Enter the EIN(s) of payor(s) who paid benefits on behalf of the plan to participants or beneficiaries during the year (if more than two, enter EINs of the two payors who paid the greatest dollar amounts of benefits): EIN(s): Profit-sharing plans, ESOPs, and stock bonus plans, skip line 3. 3 Number of participants (living or deceased) whose benefits were distributed in a single sum, during the plan year Funding Information (If the plan is not subject to the minimum funding requirements of section 412 of the Internal Revenue Code or ERISA section 302, skip this Part.) 5 If a waiver of the minimum funding standard for a prior year is being amortized in this plan year, see instructions and enter the date of the ruling letter granting the waiver. Date: Month Day Year If you completed line 5, complete lines 3, 9, and 10 of Schedule MB and do not complete the remainder of this schedule. If you completed line 6c, skip lines 8 and 9. 7 Will the minimum funding amount reported on line 6c be met by the funding deadline?... X Yes X No X N/A 8 If a change in actuarial cost method was made for this plan year pursuant to a revenue procedure or other authority providing automatic approval for the change or a class ruling letter, does the plan sponsor or plan administrator agree with the change?... X Yes X No X N/A Part III Amendments 9 If this is a defined benefit pension plan, were any amendments adopted during this plan year that increased or decreased the value of benefits? If yes, check the appropriate box. If no, check the No box.... X Increase X Decrease X Both X No Part IV ESOPs (see instructions). If this is not a plan described under section 409(a) or 4975(e)(7) of the Internal Revenue Code, skip this Part. 10 Were unallocated employer securities or proceeds from the sale of unallocated securities used to repay any exempt loan?... X Yes X No 11 a Does the ESOP hold any preferred stock?... X Yes X No b If the ESOP has an outstanding exempt loan with the employer as lender, is such loan part of a back-to-back loan? (See instructions for definition of back-to-back loan.) Does the ESOP hold any stock that is not readily tradable on an established securities market?... X Yes X No For Paperwork Reduction Act Notice, see the Instructions for Form Schedule R (Form 5500) 2017 v X Yes Is the plan administrator making an election under Code section 412(d)(2) or ERISA section 302(d)(2)?... X Yes X No X N/A If the plan is a defined benefit plan, go to line 8. 6 a Enter the minimum required contribution for this plan year (include any prior year accumulated funding deficiency not waived)... 6a b Enter the amount contributed by the employer to the plan for this plan year... 6b c 01/01/ /31/ Subtract the amount in line 6b from the amount in line 6a. Enter the result (enter a minus sign to the left of a negative amount)... 6c X X 9 X No

26 Schedule R (Form 5500) 2017 Page 2-1- x 1 Part V Additional Information for Multiemployer Defined Benefit Pension Plans 13 Enter the following information for each employer that contributed more than 5% of total contributions to the plan during the plan year (measured in dollars). See instructions. Complete as many entries as needed to report all applicable employers. a Name of contributing employer b EIN c Dollar amount contributed by employer d Date collective bargaining agreement expires (If employer contributes under more than one collective bargaining agreement, check box X and see instructions regarding required attachment. Otherwise, enter the applicable date.) Month Day Year e Contribution rate information (If more than one rate applies, check this box X and see instructions regarding required attachment. Otherwise, complete lines 13e(1) and 13e(2).) (1) Contribution rate (in dollars and cents) (2) Base unit measure: X Hourly X Weekly X Unit of production X Other (specify): a Name of contributing employer b EIN c Dollar amount contributed by employer d Date collective bargaining agreement expires (If employer contributes under more than one collective bargaining agreement, check box X and see instructions regarding required attachment. Otherwise, enter the applicable date.) Month Day Year e Contribution rate information (If more than one rate applies, check this box X and see instructions regarding required attachment. Otherwise, complete lines 13e(1) and 13e(2).) (1) Contribution rate (in dollars and cents) (2) Base unit measure: X Hourly X Weekly X Unit of production X Other (specify): a Name of contributing employer b EIN c Dollar amount contributed by employer d Date collective bargaining agreement expires (If employer contributes under more than one collective bargaining agreement, check box X and see instructions regarding required attachment. Otherwise, enter the applicable date.) Month Day Year e Contribution rate information (If more than one rate applies, check this box X and see instructions regarding required attachment. Otherwise, complete lines 13e(1) and 13e(2).) (1) Contribution rate (in dollars and cents) (2) Base unit measure: X Hourly X Weekly X Unit of production X Other (specify): a Name of contributing employer b EIN c Dollar amount contributed by employer d Date collective bargaining agreement expires (If employer contributes under more than one collective bargaining agreement, check box X and see instructions regarding required attachment. Otherwise, enter the applicable date.) Month Day Year e Contribution rate information (If more than one rate applies, check this box X and see instructions regarding required attachment. Otherwise, complete lines 13e(1) and 13e(2).) (1) Contribution rate (in dollars and cents) (2) Base unit measure: X Hourly X Weekly X Unit of production X Other (specify): a Name of contributing employer b EIN c Dollar amount contributed by employer d Date collective bargaining agreement expires (If employer contributes under more than one collective bargaining agreement, check box X and see instructions regarding required attachment. Otherwise, enter the applicable date.) Month Day Year e Contribution rate information (If more than one rate applies, check this box X and see instructions regarding required attachment. Otherwise, complete lines 13e(1) and 13e(2).) (1) Contribution rate (in dollars and cents) (2) Base unit measure: X Hourly X Weekly X Unit of production X Other (specify): a Name of contributing employer b EIN c Dollar amount contributed by employer d Date collective bargaining agreement expires (If employer contributes under more than one collective bargaining agreement, check box X and see instructions regarding required attachment. Otherwise, enter the applicable date.) Month Day Year e Contribution rate information (If more than one rate applies, check this box X and see instructions regarding required attachment. Otherwise, complete lines 13e(1) and 13e(2).) (1) Contribution rate (in dollars and cents) (2) Base unit measure: X Hourly X Weekly X Unit of production X Other (specify):

27 Schedule R (Form 5500) 2017 Page 3 14 Enter the number of participants on whose behalf no contributions were made by an employer as an employer of the participant for: a The current year... 14a b The plan year immediately preceding the current plan year... 14b c The second preceding plan year... 14c Enter the ratio of the number of participants under the plan on whose behalf no employer had an obligation to make an employer contribution during the current plan year to: a The corresponding number for the plan year immediately preceding the current plan year... 15a b The corresponding number for the second preceding plan year... 15b Information with respect to any employers who withdrew from the plan during the preceding plan year: a Enter the number of employers who withdrew during the preceding plan year... 16a b If line 16a is greater than 0, enter the aggregate amount of withdrawal liability assessed or estimated to be assessed against such withdrawn employers... 16b If assets and liabilities from another plan have been transferred to or merged with this plan during the plan year, check box and see instructions regarding supplemental information to be included as an attachment.... X Part VI Additional Information for Single-Employer and Multiemployer Defined Benefit Pension Plans 18 If any liabilities to participants or their beneficiaries under the plan as of the end of the plan year consist (in whole or in part) of liabilities to such participants and beneficiaries under two or more pension plans as of immediately before such plan year, check box and see instructions regarding supplemental information to be included as an attachment... X 19 If the total number of participants is 1,000 or more, complete lines (a) through (c) a b c Enter the percentage of plan assets held as: Stock: % Investment-Grade Debt: % High-Yield Debt: % Real Estate: % Other: % Provide the average duration of the combined investment-grade and high-yield debt: X 0-3 years X 3-6 years X 6-9 years X 9-12 years X years X years X years X 21 years or more What duration measure was used to calculate line 19(b)? X Effective duration X Macaulay duration X Modified duration X Other (specify):

28 2017 NorthWestern Corporation Pension Plan Financial Statements for the Years Ended December 31, 2017 and 2016, Supplemental Schedule as of December 31, 2017, and Independent Auditor s Report

29 NORTHWESTERN CORPORATION PENSION PLAN TABLE OF CONTENTS INDEPENDENT AUDITOR S REPORT 1 FINANCIAL STATEMENTS: Statements of Net Assets Available for Benefits 3 Statements of Changes in Net Assets Available for Benefits 4 Notes to Financial Statements 5 SUPPLEMENTAL SCHEDULE FURNISHED PURSUANT TO THE REQUIREMENTS OF FORM 5500 Schedule H, Line 4i Schedule of Assets (Held at End of Year) 18 Page

30 Independent Auditor s Report The Plan Administrator and Participants of NorthWestern Corporation Pension Plan Sioux Falls, South Dakota Report on the Financial Statements We were engaged to audit the accompanying financial statements of NorthWestern Corporation Pension Plan (Plan), which comprise the statements of net assets available for benefits as of December 31, 2017 and 2016, and the related statements of changes in net assets available for benefits for the years then ended, and the related notes to the financial statements. Management s Responsibility for the Financial Statements Plan management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor s Responsibility Our responsibility is to express an opinion on these financial statements based on conducting the audit in accordance with auditing standards generally accepted in the United States of America. Because of the matters described in the Basis for Disclaimer of Opinion paragraph, however, we are not able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion. Basis for Disclaimer of Opinion As permitted by 29 CFR of the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, the Plan administrator instructed us not to perform, and we did not perform, any auditing procedures with respect to the information summarized in Note 12, which was certified by The Northern Trust Company and John Hancock Life Insurance Company (U.S.A), the trustees of the Plan, except for comparing the information with the related information included in the financial statements. The Plan administrator has informed us that the trustees hold the Plan's investment assets and execute investment transactions. The Plan administrator has obtained certifications from the trustees as of December 31, 2017 and 2016 and for the years then ended, that the information provided to the Plan Administrator by the trustees is complete and accurate. Disclaimer of Opinion Because of the significance of the matters described in the Basis for Disclaimer of Opinion paragraph, we have not been able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion. Accordingly, we do not express an opinion on these financial statements. 1 What inspires you, inspires us. Let s talk. eidebailly.com 401 N. 31st St., Ste P.O. Box 7112 Billings, MT TF T F EOE

31 Other Matter Supplemental Schedule The supplemental Schedule H, Line 4i-Schedule of Assets Held at End of Year as of December 31, 2017, is required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 and is presented for the purpose of additional analysis and is not a required part of the financial statements. Because of the significance of the matter described in the Basis for Disclaimer of Opinion paragraph, we do not express an opinion on this supplemental schedule. Report on Form and Content in Compliance with DOL Rules and Regulations The form and content of the information included in the financial statements and supplemental schedule, other than that derived from the information certified by the trustees, have been audited by us in accordance with auditing standards generally accepted in the United States of America and, in our opinion, are presented in compliance with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of Billings, Montana September 7,

32 NORTHWESTERN CORPORATION PENSION PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS December 31, 2017 December 31, 2016 Assets Investments at fair value John Hancock Group Annuity Contract (Notes 1, 2 and 6)... $ 5,406,517 $ 6,546,223 Investments Held in Master Trust (Notes 1, 2 and 7)... 58,399,661 52,922,390 Total investments... 63,806,178 59,468,613 Employer contribution receivable (Note 1)... 1,200,000 1,200,000 Net Assets Available For Benefits... $ 65,006,178 $ 60,668,613 See notes to financial statements. 3

33 NORTHWESTERN CORPORATION PENSION PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS Year Ended December 31, 2017 Year Ended December 31, 2016 Investment income Net (depreciation) appreciation in fair value of investments (Note 2)... $ (108,556) $ 284,842 Interest income (Note 8) , ,670 Investment income from Plan interest in Master Trust (Notes 2, 7 and 11)... 7,133,013 3,770,316 Total investment income... 7,328,536 4,369,828 Employer contributions (Note 1)... 1,200,000 1,200,000 Benefits paid to participants... (4,116,112) (3,449,375) Administrative expenses (Note 1 and 11)... (74,859) (68,264) Net increase... 4,337,565 2,052,189 Net Assets Available For Benefits Beginning of year... 60,668,613 58,616,424 Net Assets Available For Benefits- End of year... $ 65,006,178 $ 60,668,613 See notes to financial statements. 4

34 NORTHWESTERN CORPORATION PENSION PLAN NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2017 AND DESCRIPTION OF THE PLAN The following description of the NorthWestern Corporation Pension Plan (the Plan ) is provided for general informational purposes only. Participants should refer to the plan document for more complete information. General The Plan is a noncontributory, defined benefit pension plan covering substantially all NorthWestern Corporation (the Company ) employees who began their employment in South Dakota and Nebraska and were hired before October 3, The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ( ERISA ). The Plan was amended effective January 1, 2000 from a final average pay plan to a cash balance plan. Participants in the Plan at January 1, 2000 had the choice of continuing to accrue benefits under the plan provisions in effect December 31, 1999 or to convert their accrued benefit to an opening cash balance account and to begin accruing benefits under the cash balance provisions. Participants in the Plan after January 1, 2000 participate only in the cash balance feature of the Plan. Funding Policy The Company contributes amounts as necessary, based on actuarial calculations to comply with the minimum and maximum funding requirements of ERISA. The Plan had a receivable of $1,200,000 as of December 31, 2017 and The Company s funding of the Plan met the minimum funding requirements of ERISA as of December 31, 2017 and Vesting and Benefits All participants are currently fully vested. Participants are entitled to annual pension benefits beginning at normal retirement age. The Plan permits early retirement at age 55. The normal form of benefit for a traditional participant is a life and ten-year certain retirement annuity commencing on the participant s annuity starting date. The benefit is calculated as the sum of 1.34% times the final average compensation up to the covered compensation base for the traditional participant and 1.75% times the final average compensation in excess of the participant s covered compensation base multiplied by the completed years and months of service. The normal form of benefit for a cash balance participant is a single life annuity commencing on the cash balance participant s normal retirement date. A cash balance participant s account balance consists of the sum of his or her opening cash balance, allocated pay credits, and allocated interest credits. For participants in the Plan as of December 31, 1999, the annual pay credit rate is based on aggregate attained age and completed years of service as of that date and ranges from 3.0% to 7.5%. For anyone who became a participant in the Plan after January 1, 2000, the pay credit rate is 3.0% annually. An additional pay credit of two times the basic pay credit percent is applied to any earnings in excess of the social security wage base. Interest credits are applied annually and based upon the 30-year treasury rate. A cash balance participant may elect to receive the value of his or her accumulated plan benefit as a lump-sum distribution upon retirement or termination, or may elect to receive the benefit as an annuity payable upon retirement. Annuity options include life and 10-year certain period, single life, or 50%, 75% or 100% joint and survivor annuity benefits or any of the preceding benefits adjusted for the primary social security benefit the participant is entitled to. The Plan also provides 5

35 for the rollover of lump sum distributions, including lump sum distributions that become payable to a beneficiary, to another qualified retirement plan. Death and Disability The Plan provides for a pre-retirement death benefit of 50% survivor single life annuity for a traditional plan participant or 100% of the account balance as of the date of death for a cash balance participant. An active eligible participant who becomes disabled and who has attained the age of 35 and has completed 10 years of service will continue to accrue benefits under the Plan until he or she is no longer disabled, terminates or retires. A traditional plan disabled participant continues to accrue benefits based upon his or her eligible earnings prior to becoming disabled and years of service to include the period during which he or she is disabled. A cash balance disabled participant continues to receive pay credits and interest credits applied to his or her account balance. The eligible earnings for a disabled participant are determined based on the rate of pay in effect and regular scheduled hours at the time of disability. Plan Expenses Certain plan administrative expenses, Pension Benefit Guaranty Corporation ( PBGC ) premiums and trust expenses are paid from plan assets. All other expenses are paid by the Company. Administration of the Plan The Company s Board of Directors has appointed the Employee Benefits Administration Committee ( EBAC ) as the named fiduciary and administrator of the Plan. The EBAC is responsible for managing Plan assets. Assets have been invested in a group annuity contract (Notes 6, 8 and 11) held by John Hancock Life Insurance Company ( John Hancock ), and the NorthWestern Energy Master Retirement Trust ( Master Trust ) at The Northern Trust Company (Note 7 and 11). Mercer Investment Management has been appointed as the Plan s investment advisor and co-fiduciary for the management of assets held in the Master Trust. Mercer is the Plan s actuary. 2. SIGNIFICANT ACCOUNTING POLICIES Basis of Accounting The financial statements have been prepared using the accrual basis of accounting. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. Investment Valuation and Income Recognition Investments are reported at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Refer to Notes 6 through 8 for a discussion of fair value measurements. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Net appreciation includes the gains and losses on investments bought and sold as well as held during the year. 6

36 The Plan s group annuity contract with John Hancock is valued at fair value based on discounted cash flows of current yields of similar contracts with comparable duration (Note 6 and 8). The fair value of the Plan s interest in the Master Trust is based upon the beginning of the year value of the Plan s interest in the trust plus actual contributions and allocated investment income less actual distributions and allocated administrative expenses (Notes 7 and 11). Subsequent Events Events subsequent to December 31, 2017, have been evaluated to their potential impact to the Plan financial statements through September 7, 2018, the date of issuance. On March 26, 2018, the Plan was amended effective April 2, 2018 to eliminate the plan administrator s discretion in the determination of a disabled participant and to establish that the general benefit claims procedures under the Plan shall also apply to disability benefit claims. 3. PLAN AMENDMENTS On November 12, 2015, the Plan was amended and restated, effective January 1, On January 25, 2017, the Plan was further amended for legal compliance purposes, as required by the IRS for favorable qualification determination. 4. PLAN TERMINATION Although it has not expressed any intention to do so, the Company has the right to discontinue its contributions at any time and to terminate the Plan, subject to the provisions set forth in ERISA. The PBGC may also terminate the Plan by action pursuant to the provisions of ERISA. In the event of termination of the Plan, an actuary shall make an actuarial valuation of the assets and liabilities of the Plan as of the date of its termination. After payment of all administrative charges and taxes that may be imposed upon the Plan by such termination, the remaining Plan assets would be distributed, as prescribed by ERISA and as outlined in the plan document, to provide the following benefits in the order indicated: a. Benefits payable as a retirement annuity, as defined. b. Other benefits which are payable under the Plan and guaranteed under the termination insurance provisions of ERISA. c. Other vested benefits which are payable under the Plan. d. Other benefits which are payable under the Plan. If the assets available are not sufficient to satisfy in full the benefits in any one category above, the assets shall be allocated pro rata within each category to the exclusion of succeeding categories. Certain benefits under the Plan are insured by the PBGC if the Plan terminates. Generally, the PBGC guarantees most vested normal age retirement benefits, early retirement benefits, and certain survivors pensions. However, the PBGC does not guarantee all types of benefits under the Plan, and the amount of benefit protection is subject to certain limitations. 7

37 5. ACTUARIAL PRESENT VALUE OF ACCUMULATED PLAN BENEFITS Accumulated plan benefits are those future periodic payments, including lump-sum distributions, that are attributable under the Plan s provisions to the service employees have rendered to date. The actuarial present value of accumulated plan benefits as determined by the plan actuary, Mercer, as of January 1 was as follows: Vested benefits Participants and beneficiaries receiving benefit payments $ 26,098,246 $ 22,118,667 Active participants 22,896,820 24,696,471 Terminated vested participants 5,434,366 4,286,188 Total actuarial value of accumulated plan benefits $ 54,429,432 $ 51,101,326 The changes in the actuarial present value of accumulated plan benefits were as follows: 2017 Actuarial present value of accumulated plan benefits, beginning of year $ 51,101,326 Increase (decrease) during the year attributable to: Increase for interest due to decrease in discount period 2,855,509 Benefits paid (3,449,375) Benefit accumulations and actuarial loss 650,494 Change in actuarial assumptions 3,271,478 Total actuarial present value of accumulated plan benefits at end of period $ 54,429,432 The computations of the actuarial present value of accumulated plan benefits were made as of January 1, Had the valuation been performed as of December 31 there would be no material differences. The principal actuarial assumptions used in these determinations for 2017 and 2016 were as follows: Funding method Traditional Unit Credit Traditional Unit Credit Mortality before and after retirement RP-2014 Separate Annuitant/Non-Annuitant Generational Mortality Tables Backed Off to 2006 and Projected Forward Using the MP-2017 Projection Scale, with No Collar Adjustments RP-2014 Separate Annuitant/Non-Annuitant Generational Mortality Tables Backed Off to 2006 and Projected Forward Using the MP-2016 Projection Scale, with No Collar Adjustments 8

38 Assumed interest crediting rate on account balances 4.00% 4.50% Assumed rate of return 4.70% 5.80% Retirement age Various with 100% at 70 Various with 100% at 65 The foregoing actuarial assumptions are based on the presumption that the Plan will continue. Were the Plan to terminate, different actuarial assumptions and other factors might be applicable in determining the actuarial present value of accumulated plan benefits. 6. FAIR VALUE MEASUREMENTS Investments are reflected in the Plan financial statements at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., an exit price). Measuring fair value requires the use of market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, corroborated by market data, or generally unobservable. Valuation techniques are required to maximize the use of observable inputs and minimize the use of unobservable inputs. The framework for measuring fair value provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 inputs) and the lowest priority to unobservable inputs (level 3 inputs). The three levels of the fair value hierarchy are described as follows: Level 1 Level 2 Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the plan has the ability to access. Inputs to the valuation methodology include quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in inactive markets; inputs other than quoted prices that are observable for the asset or liability; inputs that are derived principally from or corroborated by observable market data by correlation or other means. If the asset or liability has a specified (contractual) term, the level 2 input must be observable for substantially the full term of the asset or liability. Level 3 Inputs to the valuation methodology are unobservable and significant to the fair value measurement. 9

39 The asset s or liability s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques maximize the use of relevant observable inputs and minimize the use of unobservable inputs. We classify assets and liabilities within the fair value hierarchy based on the lowest level of input that is significant to the fair value measurement of each individual asset and liability taken as a whole. The table below sets forth Plan assets for which fair values are determined on a recurring basis and does not include the Plan s interest in the Master Trust which is presented in a separate table (Note 7). There were no transfers between levels for the periods presented. Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1) Assets at Fair Value as of December 31, 2017 Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Group annuity contract $ $ 5,406,517 $ $ 5,406,517 Total assets at fair value, excluding Plan interest in Master Trust $ $ 5,406,517 $ $ 5,406,517 Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1) Assets at Fair Value as of December 31, 2016 Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Group annuity contract $ $ 6,546,223 $ $ 6,546,223 Total assets at fair value, excluding Plan interest in Master Trust $ $ 6,546,223 $ $ 6,546,223 The following is a description of the valuation methodologies used for the assets at fair value. There have been no changes in the methodologies used at December 31, 2017 and Group annuity contract: The Plan s group annuity contract with John Hancock is valued at fair value based on discounted cash flows of current yields of similar contracts with comparable duration based on the underlying fixed income investments. The preceding method may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair value. Furthermore, although the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. 7. FINANCIAL STATEMENTS FOR THE MASTER TRUST A portion of the Plan assets are held in a Master Trust, which was established for the investment of the assets of the Plan and other Company sponsored retirement plans. Each participating plan has an 10

40 undivided interest in the Master Trust. As of December 31, 2017 and 2016, 89.8% and 87.2%, respectively, of the Plan s assets are held in the Master Trust. The fair value of the Plan s interest in the Master Trust is determined by allocating the Master Trust s total assets and investment income based on the Plan s units of participation at December 31 and the yearly average, respectively. The number of units for each plan is a function of employer contributions and benefit payments throughout the year. As of December 31, 2017 and 2016, the Plan s assets accounted for 10.0% and 10.2%, of the assets held in the Master Trust. Assets held in the Master Trust are invested in various CCT portfolios sponsored by Mercer Investment Management and Mercer Trust Company in accordance with the Plan s investment policy. December 31, 2017 Plan s Interest in Master Trust Balances Master Trust Balances Investments held in common-collective trust funds... $ 581,166,968 $ 58,427,878 Total investments at fair value ,166,968 58,427,878 Accrued interest and dividends receivable Investment settlement receivable ,090,727 7,782,630 Total receivables ,091,139 7,782,664 Total assets ,258,107 66,210,542 Administrative expenses payable... (237,698) (28,251) Investment settlement payable... (208,090,727) (7,782,630) Total liabilities... (208,328,425) (7,810,881) Total Master Trust Investments... $ 580,929,682 $ 58,399,661 December 31, 2016 Plan s Interest in Master Trust Balances Master Trust Balances Investments held in common-collective trust funds... $ 518,076,034 $ 52,946,469 Total investments at fair value ,076,034 52,946,469 Accrued interest and dividends receivable Investment settlement receivable , ,000 Total receivables , ,055 Total assets ,676,258 53,546,524 Administrative expenses payable... (224,482) (24,134) Investment settlement payable... (600,000) (600,000) Total liabilities... (824,482) (624,134) Total Master Trust Investments... $ 517,851,776 $ 52,922,390 11

41 The following are changes in net assets for the Master Trust for year ended December 31, 2017 and Year Ended December 31, 2017 Master Trust Investment Income Plan s Interest in Master Trust Investment Income Changes in Net Assets: Net appreciation in fair value of investments... $ 82,756,563 $ 7,254,622 Interest and dividend income... 4, Total trust income... 82,761,534 7,255,281 Trust expenses (Note 11): Investment management fees... (925,729) (106,948) Trustee fees... (117,165) (15,320) Total trust expense... (1,042,894) (122,268) Total Master Trust Investment Income... $ 81,718,640 $ 7,133,013 Year Ended December 31, 2016 Plan s Interest in Changes in Net Assets: Master Trust Investment Income Master Trust Investment Income Net appreciation in fair value of investments... $ 41,652,969 $ $ 3,881,889 Interest and dividend income... 3, Total trust income... 41,656,298 3,882,405 Trust expenses (Note 11): Investment management fees... (913,600) (97,544) Trustee fees... (112,386) (14,545) Total trust expense... (1,025,986) (112,089) Total Master Trust Investment Income... $ 40,630,312) $ 3,770,316 Plan assets held in the Master Trust have been invested in CCT funds, which trade at net asset value (NAV) per share practical expedient of the fund. These funds are not categorized within the fair value hierarchy are invested in equity and fixed income securities. The following is a description of the valuation methodologies used for these assets. CCT funds: Valued at the unit NAV of a CCT fund. The NAV, as provided by the trustee, is used as a practical expedient to estimate fair value. The NAV is based on the fair value of the underlying investments held by the fund less liabilities. This practical expedient is not used when it is determined to be probable that the fund will sell the investment for an amount different then the reported NAV. Participant transactions (purchases and sales) may occur daily. Were the Plan to initiate a full redemption of the CCT fund, the investment advisor reserves the right to temporarily delay withdrawal from the trust in order to ensure that securities liquidation will be carried out in an orderly business manner. The trustee may also assess the Plan a redemption fee which will be deducted from the redemption proceeds and paid to the applicable fund. 12

42 The following table sets forth by level, within the fair value hierarchy as described in Note 6, the Master Trust assets at fair value: Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1) Assets at Fair Value as of December 31, 2017 Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Investments measured at net asset value as a practical expedient $ $ $ $ 581,166,968 Total investments held in Master Trust $ $ $ $ 581,166,968 Total Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1) Assets at Fair Value as of December 31, 2016 Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Investments measured at net asset value as a practical expedient $ $ $ $ 518,076,034 Total investments held in the Master Trust $ $ $ $ 518,076,034 Total Fair Value of Investments that Calculate Net Asset Value: Investments at NAV: Fair Value December 31, 2017 Unfunded Commitment Redemption Frequency Redemption Notice Period (A) Common Collective Trust Funds: Short Term Investment Fund $ 661,120 N/A Daily 1 Day US Large Cap Equity Fund 45,423,437 N/A Daily 15 Days Non-US Core Equity Fund 65,661,982 N/A Daily 15 Days Emerging Markets Equity Fund 28,977,443 N/A Daily 15 Days US Large Cap Core Passive Equity Fund 30,146,968 N/A Daily 15 Days US Small/Mid-Cap Equity Fund 18,706,599 N/A Daily 15 Days Core Fixed Income Fund 8,642,997 N/A Daily 15 Days Core Passive Fixed Income Fund 47,747,644 N/A Daily 15 Days Active Long Corporate Fixed Income Fund 212,159,734 N/A Daily 15 Days Active Long Gov t/credit Fixed Income Fund 3,698,848 N/A Daily 15 Days Long Duration Investment Grade Fixed Income Fund 4,958,524 N/A Daily 15 Days Long Duration Passive Fixed Income Fund 47,055,616 N/A Daily 15 Days Global Low Volatility Equity Fund 44,997,071 N/A Daily 15 Days Opportunistic Fixed Income Fund - N/A Daily 15 Days World Gov t Bond Ex-US Index Fund 22,328,985 N/A Daily 15 Days Total investments at NAV $ 581,166,968 13

43 Investments at NAV: Fair Value December 31, 2016 Unfunded Commitment Redemption Frequency Redemption Notice Period (A) Common Collective Trust Funds: Short Term Investment Fund $ 204,717 N/A Daily 1 Day US Large Cap Equity Fund 94,474,330 N/A Daily 15 Days Non-US Core Equity Fund 23,661,519 N/A Daily 15 Days Emerging Markets Equity Fund 7,455,515 N/A Daily 15 Days US Large Cap Core Passive Equity Fund 55,948,367 N/A Daily 15 Days US Small/Mid-Cap Equity Fund 32,607,122 N/A Daily 15 Days Core Fixed Income Fund 21,295,372 N/A Daily 15 Days Core Passive Fixed Income Fund 11,631,887 N/A Daily 15 Days Active Long Corporate Fixed Income Fund 120,803,577 N/A Daily 15 Days Active Long Gov t/credit Fixed Income Fund 35,569,644 N/A Daily 15 Days Long Duration Investment Grade Fixed Income Fund 49,266,770 N/A Daily 15 Days Long Duration Passive Fixed Income Fund 35,530,094 N/A Daily 15 Days Opportunistic Fixed Income Fund 6,076,979 N/A Daily 15 Days World Gov t Bond Ex-US Index Fund 23,550,141 N/A Daily 15 Days Total investments at NAV $ 518,076,034 (A) The funds do not have any redemption restrictions. These are recommended investment advisor notification periods as funds are redeemable daily. 8. GROUP ANNUITY CONTRACT WITH JOHN HANCOCK The Plan has a group annuity contract with John Hancock to provide retirement benefits for eligible employees. In 2017 and 2016, the Plan transferred $2,820,000 and $3,000,000, respectively to John Hancock from the Master Trust for deposit. John Hancock maintains the contributions in an unallocated Immediate Participation Guarantee Fund ( IPG ) which is assigned to its General Investment Account ( GIA ). The IPG fund is utilized for the payment of guaranteed and nonguaranteed benefits for the Plan provided under the contract. Interest and realized capital gains credited to the IPG fund are affected by the investment experience of assets held in the GIA. The rates credited for each year are recomputed at a weighted average of rates of return at which the assets were invested and reinvested. The interest rate and realized capital gain rate apportioned to the IPG fund from the GIA for 2017 were 6.01% and.56%, respectively. There are no guarantees as to the amount of interest nor is there any guarantee as to the maximum amount that may be deducted from the fund for expenses and taxes. The liability of the IPG fund on any date is the sum of the amounts required on that date to enable John Hancock to fulfill its guarantees with respect to the benefits established under the contract plus any anticipated benefits for participants entitled to a benefit who have not attained their retirement date and any due and unpaid amounts chargeable to the IPG fund. The minimum operating level of the fund on any date is 105% of the liability of the fund on such date plus an amount equal to four months of non-guaranteed benefits. 14

44 9. TAX STATUS The Internal Revenue Service ( IRS ) has determined and informed the Plan Sponsor by letter dated January 9, 2017, that the amendments to the Plan for various law changes and certain regulatory changes did not affect the tax qualification of the Plan under Code Section 401(a). The plan administrator believes that the Plan is currently designed and being operated in compliance with the applicable requirements of the IRC. Accounting principles generally accepted in the United States of America require plan management to evaluate tax positions taken by the plan and recognize a tax liability if the plan has taken an uncertain tax position that may not be sustained upon examination by the IRS. The plan administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2016, there are no uncertain positions taken or expected to be taken that would require recognition or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. 10. RISK AND UNCERTAINTIES The Plan invests in a variety of investment funds. Investments in general are exposed to various risks, such as interest rate, credit, and overall volatility risk. Due to the level of risk associated with certain investments, it is reasonably possible that changes in the values of investments will occur in the near term and that such changes could materially affect the amounts reported in the statements of net assets available for benefits. Plan contributions are made and the actuarial present value of accumulated Plan benefits are reported based on certain assumptions pertaining to interest rates, inflation rates and employee demographics, all of which are subject to change. Due to uncertainties inherent in the estimations and assumptions process, it is at least reasonably possible that changes in these estimates and assumptions in the near term would be material to the financial statements. 11. PARTY-IN-INTEREST TRANSACTIONS Transactions that relate to funds managed by John Hancock, The Northern Trust Company and Mercer Investment Management are considered exempt party-in-interest transactions. Fees paid to parties-in-interest totaled $161,385 and $146,177 for 2017 and 2016, respectively. The Northern Trust Company and Mercer Investment Management portions of these fees are netted against investment income from the Plan s interest in the Master Trust (Note 7). 15

45 12. INFORMATION CERTIFIED BY THE TRUSTEES In accordance with Section of the Department of Labor s Rules and Regulations for Reporting and Disclosure under ERISA, the plan administrator has received certification from The Northern Trust Company and John Hancock Life Insurance Company, the Plan s trustees, as to the accuracy and completeness of the financial information of the Plan. The following information contained in the financial statements has been certified by the trustees: Investment balances Investment purchases and sales Dividend and interest income Net realized and unrealized gain (loss) on investments. The Plan s independent auditors did not perform auditing procedures with respect to this information, except to compare such information to related information in the financial statements. * * * * * * 16

46 SUPPLEMENTAL SCHEDULE FURNISHED PURSUANT TO THE REQUIREMENTS OF FORM

47 NORTHWESTERN CORPORATION PENSION PLAN (EMPLOYER IDENTIFICATION NUMBER: ) (PLAN NUMBER: 001) SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (Held at end of year) DECEMBER 31, 2017 Current Description Cost Value John Hancock Group Annuity Contract* $4,626,094 $ 5,406,517 *Denotes party-in-interest. 18

48 NORTHWESTERN CORPORATION PENSION PLAN (EMPLOYER IDENTIFICATION NUMBER: ) (PLAN NUMBER: 001) SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (Held at end of year) DECEMBER 31, 2017 Current Description Cost Value John Hancock Group Annuity Contract* $4,626,094 $ 5,406,517 *Denotes party-in-interest. 18

49 2017 Form 5500 Schedule SB Plan: NorthWestern Pension Plan EIN/PN: /001 Schedule SB, line 26 Schedule of Active Participant Data A T T A I N E D A G E U N D E R Y E A R S O F C R E D I T E D S E R V I C E & U P T O T A L Under & up Total In each cell, the top number is the count of active participants for each age/service combination. Average pay is not shown for plans with less than 1,000 active participants.

50 NorthWestern Corporation EIN: Labor Union Listing FORM 5500 No. Labor Union Group (South Dakota) L-M 1. IBEW Local Union No 766 (Huron) IBEW Local Union No 754 (Yankton) IBEW Local Union No 706 (Aberdeen) IBEW Local Union No 690 (Mitchell) These four bargaining Units combine to negotiate a collective bargaining agreement with NorthWestern Energy. Collectively, this group is referred to as System Council U-26. S:\G-Acg-Rpt-MPC\Benefits Directory\ Benefits Reporting\FORM 5000 Filings\2017 Plan Year Filings\NWC union listing 2017.doc

51 SCHEDULE SB Single-Employer Defined Benetit Plan (Form 5500) Actuarial Information 0MB No Oepanivfl at We Treasuty lr,:em Renerue Servce This schedule is required to be filed under section 104 of the Employee Department at Labor Retirement Income Security Act of 1974 (ERISA) and section 6059 Employee of the Benefits Security Adlnnist,etion mis Form is Open to Public Internal Revenue Code (the Code). Inspection Pension Benefit Guaranty CorpBraaon File as an attachment to Form 5500 or 5500-SF. For calendar plan year 2017 or fiscal plan year beginning and ending 12 Round off amounts to nearest dollar. 01/01/2017 / 31/2017 Caution: A penalty of $1,000 will be assessed for late filing of this report unless reasonable cause is established. A Name of plan B Three-digit NORTHWESTERN CORPORATION PENSION PLAN plannumber(pn) > 001 C Plan sponsor s name as shown on line 2a of Form 5500 or 5500-SF D Employer Identification Number (EIN) NORTHWESTERN CORPORATION C E Type of plan: Single Multiple-A Multiple-B F Prior year plan size: 100 or fewer More than 500 Part I Basic Information I Enter the valuation date: Month Day 01 Year 2 Assets: amarketvalue 2a b Actuarial value 2b 3 Funding targeupadicipanl count breakdown (1) Number of (2) Vested Funding (3) Total Funding participants Target Target a For retired participants and beneficiaries receiving payment , 48 9, 33 23, 33 1 b Forterminated vested participants C For active participants 213 dtotal If the plan is in at-risk status, check the box and complete lines (a) and (b) LI a Funding target disregarding prescribed at-risk assumptions 4a 60,629,673 61,224, , 4,729,368 4,729,388 21,413,443 21, 621, ,632,162 49,839,960 b Funding target reflecting at-risk assumptions, but disregarding transition rule for plans that have been in at-ris status for fewer than five consecutive years and disregarding loading factor 5 Effective interest rate % 6 Target normal cost 6 Statement by Enrolled Actuary 4b 1,074,373 To Ire best of my enowledge. Ire n otmat on s_cçleo in ths steetie ad aoira&ipn sti,e&jes, steetrants alt attam nsee:s if sw is caiwlete accurate Ee.i p esbed etsun,nt:,cn -*as appl ed in acccroatce wi:n eaphcan:e law and reo je, or,s. In Ty cc 9.an esdi one assur wt on s reasa-ae Ide rio into actor.: the eaper ence cf re plan and ieesonable e,eca:iors) aid ejth otier assun dtions fl cornanaticn, after my best estimate of anticipated eapenence under ne plan. SIGN HERE DIREW L inflctsdmf Sq DAREN L. ANDERSON MERCER 333 SOUTh 7TH STREET, SUITE Signature of actuary Type or print name of actuary Firm name 1400 ro Date Most recent enrollment number Telephone number (including area code) MINNEAPOLIS MN Address of the firm If the actuary has not fufly reflected any regulation or ruling promulgated under the statute in completing this schedule, check the box and see instructions For Paperwork ReductIon Act Notice, see the Instructions for Form 5500 or 5500-SF. Schedule SB (Form 5600) 2017

52 Schedule SB (Form 5500) 2017 Page 2f] Part II Beginning of Year Carryover and Prefunding Balances (a) Carryover balance (b) Prefunding balance 7 Balance at beginning of prior year after applicable adjustments (line 13 from prior year) 0 7,636,379 8 Portion elected for use to offset prior year s funding requirement (line 35 from prior year) 0 9 Amount remaining (line 7 minus line 8) 0 7,636, Interest on line 9 using prioryears actual return of 8. 00% 0 610, Prior year s excess contributions to be added to prefunding balance: a Presenl value of excess contributions (line 38a from prior year) 1, 095, 753 b(1) Interest on the excess, if any, of line 38a over line 38b from prior year Schedule SB, using prior year s effective interest rate of S. 96% b(2) Interest on line 38b from prior year Schedule SB, using prior years actual return C Total available at beginning of current plan year to add to preftmnding balance d Portion 01(c) to be added to prefunding balance 1, 161, Other reductions in balances due to elections or deemed elections 0 13 Balance at beginning of current year (line 9 + line 10 + line 1 Id line 12) 0 8,247, 289 Part Ill Funding Percentages 14 Funding target attainment percentage J 14 1C6.29% 15 Adjusted funding target attainment percentage % 16 Prior year s funding percentage for purposes of determining whether carryover/prefunding balances may be used to reduce current year s funding requirement % 17 If the current value of the assets of the plan is less than 70 percent of the funding target, enter such percentage 17 Part IV j Contributions and Liquidity Shortfalls 18 Contributions made to the plan for the plan year by employer(s) and employees: (a) Dale (b) Amount paid by (c) Amount paid by (a) Date (b) Amount paid by (c) Amount paid by (MM-DD-YYYY) employer(s) employees (MM-DD-YYYY) employer(s) employees 07/13/ , /10/ , Totals 18(b) 1,200,000 18(c) 0 19 Discounted employer contributions see instructions for small plan with a valuation date after the beginning of the year: a Contributions allocated toward unpaid minimum required contributions from prior years I 9a b Contributions made to avoid restrictions adjusted to valuation date I 9b c Contributions alocated toward minimum required contribudon for current year adjusted to valuation date I 9c 1, 098, Quarterly contributions and liquidity shortfalls: a Did the plan have a lunding shorifalr for the prior year Yes No b If line Wa is Yes, were required quarterly installments for the current year made in a timely manner? Yes No C If line Wa is Yes, see instructions and comptete the following table as applicable: I Liquidity shortfall as of end of quarter of this plan year (1) 1st (2) 2nd (3) 3rd (4) 4th

53 combined Schedule SB (Form 5500) 2017 Page 3 Part v Assumptions Used to Determine Funding Target and Target Normal Cost 21 Discount rate: a Segment b Part Part Part rates: 1st segment: 2nd segment: 3rd Se0ment. N/A. full yield curve Applicable month (enter code) Weighted average Mortality table(s) VI Has a retirement age (see Miscellaneous Items change attachment Has a method instructions) Prescribed - been made in the non-prescribed actuarial change Is the plan required to provide a been made for the current plan Schedule year? Prescribed - assumptions If Yes, If the plan is subject to alternative funding rules, enter applicable code and attachment VII separale for the current plan year? If Yes, see see 21b used Substilute instructions regarding required Yes No instructions regarding required attachment Yes No of Active Participants? If Yes. see instructions regarding required attachment Yes No see instructions regarding Reconciliation of Unpaid Minimum Required Contributions For Prior Years Unpaid minimum required contributions for all prior years Discounted employer contributions allocated toward unpaid minimum required contributions from prior years (line 1 9a) 0 Remaining amount of unpaid minimum required contributions (line 28 minus line 29) VIII 31 Target normal cost and 32 a Minimum Required Contribution For Current Year Target normal cost (lines) b Excess assets, excess assets (see if applicable, but not greater instructions): than line 31a a 1,074,373 Amortization installments: Outstanding Balance Installment a 31 b 1 074,373 Net shortfall amortization installment b Waiver amortization installmentc C If a waiver has approved for this plan year. enter the date of the ruling letter granting the approval (Month Day Year ) and the waived amount been Total funding requirement before reflecting canyover/prefunding Balances elected for use to offset funding requirement Additional cash requirement (line 34 minus line 35) balances Carryover (lines 31a - 31b + 32a + 32b - 33)... balance Prefunding Contributions allocated toward minimum required contribution for current year adjusted to valuation date (line 19c) 38 Present Part a b Total value of (excess, excess contributions for current year_(see_instructions) if any, of line 37 over line 36) Portion included in line 38a attributable to use of prefunding and funding Unpaid minimum required contribution for current year Unpaid minimum required contributions for ah years IX (excess, standard carryover if any, of line 36 over line 37) balance balances 38b Pension Funding Relief Under Pension Relief Act of 2010 (See Instructions) If an election was made to use PRA 2010 funding relief for this plan: a Schedule b elected Total balance 0 D 0 1,098,851 38a 1, 098, plus 7 years 015 years Eligible plan year(s) for which the election in line 41a was made _0_l 1 Amount of acceleration adjustment 43 Excess installment acceleration amount to be carried over to future plan years