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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
/x/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
or
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES ACT
OF 1934
For the transition period from ___________ to __________
Commission File No. 0-692
NORTHWESTERN CORPORATION
SUPPLEMENTAL VARIABLE INVESTMENT PLAN
(Full title of plan)
[LOGO]
(Issuer of Securities Held Pursuant to the Plan)
125 South Dakota Avenue
Sioux Falls, South Dakota 57104
(Address of principal office)
SIGNATURE
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 thereunto duly authorized.
NORTHWESTERN CORPORATION
SUPPLEMENTAL VARIABLE INVESTMENT PLAN
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Date: September 19, 2000 /s/ David A. Monaghan
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Controller and Treasurer
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<TABLE>
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Index Page
<S> <C>
Report of independent public accountants 1
Statements of net assets available for benefits 2
Statements of changes in net assets available for benefits 3
Notes to financial statements 4
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Report of independent public accountants
To the Plan Administrator of
NorthWestern Corporation Supplemental Variable Investment Plan:
We have audited the accompanying statements of net assets available for benefits
of the NorthWestern Corporation Supplemental Variable Investment Plan as of
December 31, 1999 and 1998, and the related statements of changes in net assets
available for benefits for the three years in the period ended December 31,
1999. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the NorthWestern
Corporation Supplemental Variable Investment Plan as of December 31, 1999 and
1998, and the changes in its net assets available for benefits for the three
years in the period ended December 31, 1999, in conformity with accounting
principles generally accepted in the United States.
/s/ Arthur Andersen LLP
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Minneapolis, Minnesota,
June 9, 2000
1
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NORTHWESTERN CORPORATION SUPPLEMENTAL VARIABLE INVESTMENT PLAN
Statements of net assets available for benefits
As of December 31
<TABLE>
<CAPTION>
1999 1998
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<S> <C> <C>
CASH AND CASH EQUIVALENTS $ 743 $ 67
ACCRUED INCOME 260 70
INVESTMENTS, at fair value:
NorthWestern Corporation common stock, 113,950 and 33,939
shares, cost of $2,768,299 and $796,931 2,506,900 895,491
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NET ASSETS AVAILABLE FOR BENEFITS $2,507,903 $895,628
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The accompanying notes are an integral part of these statements.
2
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NORTHWESTERN CORPORATION SUPPLEMENTAL VARIABLE INVESTMENT PLAN
Statements of changes in net assets available for benefits
For the years ended December 31
<TABLE>
<CAPTION>
1999 1998 1997
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<S> <C> <C> <C>
NET ASSETS AVAILABLE FOR BENEFITS, beginning of year $ 895,628 $104,549 $ -
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INCREASES DURING THE YEAR:
Participant contributions 1,851,198 660,291 78,563
Employer contributions 35,930 22,799 8,986
Interest and dividends 85,106 24,637 1,792
Unrealized appreciation (depreciation) on investments (359,959) 83,352 15,208
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Net increase 1,612,275 791,079 104,549
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NET ASSETS AVAILABLE FOR BENEFITS, end of year $2,507,903 $895,628 $104,549
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</TABLE>
The accompanying notes are an integral part of these statements.
3
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NORTHWESTERN CORPORATION SUPPLEMENTAL VARIABLE INVESTMENT PLAN
Notes to financial statements
December 31, 1999 and 1998
1 PLAN DESCRIPTION
NorthWestern Corporation Supplemental Variable Investment Plan (the Plan), was
established effective January 1, 1997, and is a voluntary, after-tax, defined
contribution plan for select employees of NorthWestern Corporation (the
Company). The following is not a comprehensive description of the Plan and,
therefore, does not include all situations and limitations covered by the Plan.
Participants should refer to the plan document for more complete information.
General
The Company is the sponsor and administrator of the Plan and has appointed Wells
Fargo, formerly Norwest Bank Minnesota, N.A., as trustee and asset custodian.
All plan expenses were paid by the Company and totaled approximately $17,400,
$7,700 and $1,700 for the years ended December 31, 1999, 1998 and 1997.
Eligibility
Participation in the Plan is available to all employees of the Company who are
participants in the NorthWestern Corporation Variable Investment Plan (the
Qualified Plan) and whose maximum elective contribution permissible under the
Qualified Plan could be limited by any provision of the Internal Revenue Code.
Contributions
Participants may contribute from 2 percent to 100 percent (12 percent prior to
April 1, 1998) of their aggregate compensation and bonus (defined compensation)
to the Plan, but total participant contributions to the Plan and the Qualified
Plan cannot exceed 100 percent of their defined compensation. Participants may
also elect to defer the receipt of a portion (2 percent to 100 percent) of the
bonus payable to them by the Company or any affiliate if elected before January
1 of the year payable. On a combined basis for the Plan and the Qualified Plan,
the Company contributes an amount equal to one half of the participant's
contribution, up to a maximum of three percent of the participant's defined
compensation. Plan assets are invested in common stock of the Company.
Vesting
Participants are fully vested in the total value of their accounts at all times.
Distributions to participants
The full value of a participant's account is distributable upon the
participant's termination of employment with the Company (and affiliates) for
any reason, including death, or upon immediate financial hardship through a
lump-sum payment.
Plan amendment and termination
While it presently has expressed no intention to do so, the Company reserves the
right to amend or terminate the Plan at any time. In the event of termination,
the assets of the Plan will be distributed in accordance with the plan document.
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of accounting
The accompanying financial statements have been prepared on the accrual basis of
accounting.
Investment valuation
Investments are recorded at fair value as determined by quoted market prices.
Unrealized appreciation or depreciation on investments is computed based on
changes in the fair value of investments between years.
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Use of estimates
The preparation of financial statements in accordance with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets available for
benefits at the date of the financial statements and the reported amounts of
changes in assets available for benefits during the reporting period. Ultimate
results could differ from those estimates.
Reclassification
Certain 1998 and 1997 amounts have been reclassified to conform to the 1999
presentation. These reclassifications had no effect on net assets available for
benefits as previously reported.
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