SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2002

o	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

Delaware

(State of Incorporation)

IRS Employer Identification No. 46-0172280

125 South Dakota Avenue

Sioux Falls, South Dakota 57104

(Address of principal office)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (D) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ý Yes o No

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date:

Common Stock, Par Value $1.75

27,396,762 outstanding at August 12, 2002

		INDEX

PART 1. FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)

	Consolidated Balance Sheets – June 30, 2002 and December 31, 2001

	Consolidated Statements of Income – Three months and six months ended June 30, 2002 and 2001

	Consolidated Statements of Cash Flows – Six months ended June 30, 2002 and 2001

	Notes to Consolidated Financial Statements

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 3.	Quantitative and Qualitative Disclosure About Market Risk

PART 2. OTHER INFORMATION

Item 1.	Legal Proceedings

Item 2.	Changes in Securities

Item 3.	Defaults upon Senior Securities

Item 4.	Submission of Matters to a Vote of Security Holders

Item 5.	Other Information

Item 6.	Exhibits and Reports on Form 8-K
	a. Exhibits
	b. Reports on 8-K

SIGNATURES

PART 1. FINANCIAL INFORMATION

Item 1. Financial Statements

NORTHWESTERN CORPORATION

CONSOLIDATED BALANCE SHEETS

(Unaudited)

*(in thousands)*	June 30, 2002			December 31, 2001
ASSETS
Current Assets:
Cash and cash equivalents	$	79,717		$	37,158
Accounts receivable, net	379,121			260,486
Inventories	75,058			79,719
Other	88,131			69,486
Current assets of discontinued operations	45,408			181,697
Total current assets	667,435			628,546

Property, Plant, and Equipment, Net	1,782,676			496,241

Goodwill and Other Intangible Assets, Net	660,360			640,590

Other:
Investments	93,499			62,959
Regulatory assets	94,433			20,415
Deferred tax asset	12,825			17,374
Other	104,836			73,413
Noncurrent assets of discontinued operations	673,461			695,197
Total assets	$	4,089,525		$	2,634,735

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Current maturities of long-term debt	$	173,933		$	155,000
Current maturities of long-term debt of subsidiaries – nonrecourse	7,125			22,817
Short-term debt of subsidiaries-nonrecourse	130,350			178,628
Accounts payable	99,048			122,266
Accrued expenses	413,848			216,345
Current liabilities of discontinued operations	87,321			230,070
Total current liabilities	911,625			925,126

Long-term Debt	1,396,914			373,350
Long-term Debt of Subsidiaries – nonrecourse	36,933			37,999
Other Noncurrent Liabilities	369,132			75,040
Noncurrent Liabilities and Minority Interests of Discontinued Operations	632,481			605,325
Total liabilities	3,347,085			2,016,840

Minority Interests	11,106			30,067

Preferred Stock, Preference Stock, and Preferred Securities:
Preferred stock – 4 ½% series	2,600			2,600
Redeemable preferred stock – 6 ½% series	1,150			1,150
Preference stock	—			—
Corporation obligated mandatorily redeemable preferred securities of subsidiary trusts	370,250			187,500
Total preferred stock, preference stock and preferred securities	374,000			191,250

Shareholders’ Equity:
Common stock, par value $1.75; authorized 50,000,000 shares; issued and outstanding 27,396,762	47,942			47,942
Paid-in capital	240,891			240,797
Treasury stock, at cost	(3,500		)	(3,681		)
Retained earnings	67,432			112,307
Accumulated other comprehensive income (loss)	4,569			(787		)
Total shareholders’ equity	357,334			396,578
Total liabilities and shareholders’ equity	$	4,089,525		$	2,634,735

The accompanying notes to consolidated financial statements are an integral part of these statements.