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): August 8, 2022

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

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

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))

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 7.01 Regulation FD Disclosure.

On August 8, 2022, NorthWestern Corporation d/b/a NorthWestern Energy (Nasdaq: NWE) (NorthWestern) filed with the Montana Public Service Commission (MPSC) an electric and natural gas regulatory rate review seeking a general rate increase and approval of proposals for more timely cost recovery.

The filing requests an increase in NorthWestern's annual electric and natural gas revenue requirements, the Power Costs and Credits Adjustment Mechanism (PCCAM) base power costs and credits, and annual property taxes.

The filing (Docket 2022.07.078) is expected to be made available on the MPSC website at www.psc.mt.gov.

NorthWestern has prepared a presentation summarizing certain of the primary aspects of the rate review filing. A copy of the presentation is being furnished pursuant to Regulation FD as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information in the presentation shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Furthermore, the presentation shall not be deemed to be incorporated by reference into the Company's filings under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended, except as set forth with respect thereto in any such filing.

Item 9.01    Financial Statements and Exhibits.

Exhibit No.	Description of Document
99.1*	Rate Review Filing Presentation, dated August 8, 2022
* filed herewith

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: August 8, 2022

EX-99.1

Montana General Rate Review Summary August 8, 2022

 Requested base rate increase supports over a billion dollars invested in Montana critical infrastructure, while keeping operating costs below the rate of inflation, since our last rate reviews. (Test years: 2015 natural gas and 2017 electric)  Approximately 42%1 of the requested total electric and natural gas revenue increase is driven by flow-through costs including market power purchases and property taxes.  With the requested rate relief, including the substantial flow-through costs, our total customer bill increases are in line with inflation. Montana Rate Review 2 Montana Rate Review Electric Natural Gas Current ROE 9.65% 9.55% Current Equity Ratio 49.38% 46.79% Proposed ROE 10.60% 10.60% Proposed Equity Ratio 48.02% 48.02% Forecasted 2022 Rate Base $ 2,790 million $ 575 million Net Rate Base Increase $ 453 million $ 143 million Requested Revenue Increase Electric Natural Gas Base Rates - owned electric generation, natural gas production / storage, transmission and distribution $91.8 million $20.2 million PCCAM - Power Cost & Credit Adjustment Mechanism $68.1 million 2 n/a Property Tax (tracker true-up) $11.1 million $2.8 million Total $171.0 million $23.0 million 1) $82 million of PCCAM & property tax recovery as a percent of $194 million total electric and natural gas request. 2) Requesting structural revisions to the PCCAM mechanism to send price signals to customers and protect them from the large rate increases due to delayed recovery. F lo w -t h ro u g h

Montana Electric Rate Review Summary 3 • If approved, the total requested rate adjustment would cost an average residential electric customer about $23 per month. • Approximately 43%1 of the increase is due to: • costs included in the PCCAM for market power purchases; and • higher property taxes. 1) $9.79 higher PCCAM and property tax recovery as a percent of $22.76 total residential natural gas bill increase.

Montana Electric Revenue Request 4  Infrastructure investment drives 68%* of requested base rate increase • Approximately $453 million increase to rate base (from $2.337 billion to $2.790 billion) $91.8 Million Revenue Request * $34.5 million Cost of Capital plus $41.3 million Infrastructure Investment as a percent of $111.6 million Total Change in Cost of Service.

Residential Natural Gas Rate Review 5 • If approved, the total requested rate adjustment would cost an average residential natural gas customer about $7 per month. • Approximately 22%1 of the increase is due to higher property taxes. • Natural Gas supply purchases are adjusted outside of the general rate review. 1) $1.66 higher property tax recovery as a percent of $7.57 total residential natural gas bill increase.

Montana Natural Gas Revenue Request 6  Infrastructure investment drives 61%* of requested base rate increase • $143 million increase to rate base (from $432 million to $575 million) $20.2 Million Revenue Request * $11.1 million Cost of Capital plus $7.5 million Infrastructure Investment as a percent of $30.3 million Total Change in Cost of Service.

Regulatory Framework 7 Power Cost & Credit Adjustment Mechanism (PCCAM) • Requesting an annual ‘formulaic’ base cost update • More timely recovery of deferred balances by moving to monthly adjustments (currently annual) • Adjustments to modeling and calculation of 90/10 sharing mechanism Fixed Cost Recovery Mechanism (FCRM) • Proposal to implement a revised electric only pilot beginning July 1 2023, or terminate • Expand mechanism to cover all customer classes (currently residential and smallest commercial) Additional Proposals • Reliability Rider to support development of critical reliability resources • Proposal provides for recovery of Yellowstone Generating Station • Enhanced Wildfire Mitigation Plan • Business Technology Maintenance Cost Escalation Rider

Delivering Customer Value 8 NorthWestern’s utility infrastructure investment (gross plant) - providing increased capacity, reliability and safety for our Montana customers - has more than doubled over the last decade (increasing over $2.9 billion) yet increases to customer bills have remained well below inflation.

9

XML

Document and Entity Information Document	Aug. 08, 2022
Cover [Abstract]
Document Type	8-K
Document Period End Date	Aug. 08, 2022
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