8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 3, 2023

NorthWestern Corporation

(Exact name of registrant as specified in its charter)

Delaware			1-10499	46-0172280
(State or other jurisdiction of incorporation or organization)			(Commission File Number)	(I.R.S. Employer Identification No.)
3010 W. 69th Street	Sioux Falls	South Dakota		57108
(Address of principal executive offices)				(Zip Code)

Registrant’s telephone number, including area code: 605-978-2900

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock	NWE	Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

Item 8.01 Other Events.

On April 3, 2023, NorthWestern Corporation d/b/a NorthWestern Energy (Nasdaq: NWE) (the “Company”) issued a press release announcing that the Company has entered into a stipulation and settlement agreement with the Montana Consumer Counsel, the Large Customer Group, the Federal Executive Agencies, and Walmart Inc. concerning NorthWestern's electric and natural gas rate review currently pending before the Montana Public Service Commission. The press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits.

EXHIBIT NO.	DESCRIPTION OF DOCUMENT
99.1*	Press Release, dated as April 3, 2023

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NorthWestern Corporation
By:	/s/ Timothy P. Olson
	Timothy P. Olson
	Corporate Secretary

Date: April 5, 2023

EX-99.1

NorthWestern Corporation
d/b/a NorthWestern Energy
11 East Park Street
Butte, Montana 59701
www.northwesternenergy.com

NorthWestern Energy reaches multiparty settlement agreement in Montana Electric and Natural Gas Regulatory Rate Review

Sioux Falls, S.D. and Butte, Mont. – April 3, 2023 – NorthWestern Corporation d/b/a NorthWestern Energy (Nasdaq: NWE) and certain parties reached a settlement agreement in its Montana electric and natural gas regulatory rate review that has been submitted to the Montana Public Service Commission (MPSC) for its consideration. In addition to NorthWestern, settling parties include the Montana Consumer Counsel, the Montana Large Customer Group, the Federal Executive Agencies and Walmart Inc.

The settlement includes, among other things, agreement on electric and natural gas base revenue increases, allocated cost of service, rate design, updates to the base amount of revenues associated with property taxes and electric supply costs, and regulatory policy issues related to requested changes in regulatory mechanisms.

If approved, the settlement agreement is designed to increase annual electric base revenues by approximately $67.4 million and increase annual natural gas base revenues by approximately $14.1 million.

The settlement is based on an authorized return on equity of 9.65% for electric operations and 9.55% for natural gas operations, which are consistent with current authorized ROEs, and a 48% equity component of the capital structure.

“Working together, the settling parties reached a constructive outcome to present to the Montana Public Service Commission that, if approved, balances the best interests of our Montana customers and our shareholders,” said NorthWestern Energy President and Chief Executive Officer, Brian Bird. “Our Montana customers are best served by a financially sound energy company capable of making the substantial investments required for reliable, safe service.”

NorthWestern’s current natural gas and electric rates were last set using cost information from 2015 and 2017, respectively. Since then, NorthWestern Energy has invested over $835 million in our Montana electric infrastructure and $267 million in our Montana natural gas infrastructure.

Additional Settlement Terms

The settlement provides for an update to the Power Costs and Credits Adjustment Mechanism adjusting the base costs and providing for more timely recovery of deferred balances. It also addresses future recovery of certain operating costs associated with the Yellowstone County Generating Station and provides for the deferral of incremental operating costs related to the Enhanced Wildfire Mitigation Plan. The settling parties agreed

to terminate the pilot decoupling program (Fixed Cost Recovery Mechanism) and that the proposed Business Technology rider will not be implemented.

Follow us on Facebook or on Twitter (@NWEinfo).

About NorthWestern Energy (Nasdaq: NWE)

NorthWestern Corporation, doing business as NorthWestern Energy, provides essential energy infrastructure and valuable services that enrich lives and empower communities while serving as long-term partners to our customers and communities. We are working to deliver safe, reliable, and innovative energy solutions that create value for customers, communities, employees, and investors. This includes bridging our history as a regulated utility safely providing low-cost and reliable service with our future as a globally-aware company offering a broader array of services performed by highly-adaptable and skilled employees. We provide electricity and / or natural gas to approximately 764,200 customers in Montana, South Dakota, Nebraska and Yellowstone National Park. We have provided service in South Dakota and Nebraska since 1923 and in Montana since 2002. More information is available on the company's Web site at www.northwesternenergy.com.

Investor Relations Contact: Travis Meyer (605) 978-2967 travis.meyer@northwestern.com Media Contact: Jo Dee Black (866) 622-8081 jodee.black@northwestern.com

XML

Document and Entity Information Document	Apr. 03, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Apr. 03, 2023
Entity Registrant Name	NorthWestern Corporation
Entity Central Index Key	0000073088
Amendment Flag	false
Entity Incorporation, State or Country Code	DE
Entity File Number	1-10499
Entity Tax Identification Number	46-0172280
Entity Address, Address Line One	3010 W. 69th Street
Entity Address, City or Town	Sioux Falls
Entity Address, State or Province	SD
Entity Address, Postal Zip Code	57108
City Area Code	605
Local Phone Number	978-2900
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock
Trading Symbol	NWE
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false