Free Affidavit - District Court of Delaware - Delaware

Case 1:04-cv-01494-JJF Document 241-28 Filed 11/30/2007 Page1 0f 3

Case 1:04-cv-01494-JJF Document 241-28 Filed 11/30/2007 Page 2 of 3


Washington, D.C. 20549
Form 10-K
{Mark One} -
§<] ANNUAL REPORT UNDER SECTION i3 OR 15(dj
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2002
DR
C] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15{d) OF THE
- SECURITIES EXCHANGE ACT OF 1934
For the transition period from .........,.,..,,,,,___,__,_____ to ........._,,,,,,,,,,,,__,_.
Commission File Number: 0-692
{Exact name of registrant au: specified in its charter)
Delaware 46-0172280
(State or other jurisdiczion of (1.11.5. Employer
incorporation or organization) Identification No.)
125 S. Dakota Avenue, Sioux Falls, South Dakota 57104
(Address of principal executive offices) {Zip Code} _
Rcgistranfs telephone number, including area code: 605-978~290S
_ Securities registered pursuant to Scczion 12(b) of the Act:
(Title of each class) (Name of each exchange on which registered)
Common Stock, $1.75 pur value, and related Common
Stock Purchase Rights
Company Ohligated Mondatorily Redeemable Security of AII listed on New York Stock Exchange
Trust Holding Soiely Parent Bebentures, $25.06 ‘
liquidation amount
Common Stock Purchase Rights
Securities registered under Section 12(g) of she Act: l
Preferred Stock, Par Value $100
("Etic of Class)
Indicate by check mark whether the registrant {1) has tiled all reports required to be filed by Section 13 or 15(d) of
thc Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was
required to {llc such reports), and (,2} has bccn subject to such tiling requirements for the pas: 90 days. Yes x No E]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained
herein, and will not be contained, to the best of rogistrz1nt’s knowledge, in definitive proxy or information statements
incorporated by reference in Part IH of this Form IO-K or any amendment to this Form 1€}—K. ii .
Indicate by check mark whether the registrant is an accelerated filer (zxs'de5ne'd in Rule 1211-2 of thc
Act). Yes E3 No C]
As of June 28, 2602, the aggregate market value of the voting common stock held by non-adiliatcs of the registrant
was $46<$,375,I1é, computed using the last sales price of $16.95 pc: share of the rt·>gls:rzmt’s common stock on June 28,
2002, the [ats: business day of the registranfs most rect-mtiy completed second fiscal quarter, as reported by the New York 3
Siocit Exchange.
- As of April 7, 2003, 37, 396,762 shares of the reglsrranfs common smck, par value $1.75 per share, were
outstanding.
Documents Incorporated by Reference I
i None

Case 1:04-cv-01494-JJF Document 241-28 Filed 11/30/2007 Page 3 of 3
Part I
ITEM 1. BUSINESSES
OVERVIEW
NerthWestern Corporation is one of the largest providers of electricity and natural gas in the
Upper Midwest and Northwest, serving approximately 598,000 customers in Montana, South Dakota
and Nebraska. We have generated and distributed electricity in South Dakota and distributed natural
gas in South Dziket:1 and Nebraska since 1923 through our energy division, NorthWestern Energy,
r formerly Northwestern Public Service. in February 2002, we completed the acquisition of the electric
and natural gas transmission and distribution business of The Montana: Power Company for
$478 million in cash and the assumption of SSH rniilion in existing debt and mzindatorily redeemable
preferred securities of subsidiary trusts of The Montana Power Company, net of cash received. As :1
result of the acquisition, from February 15, 2002, the closing date of the acquisition, through
November 15, 2002, we distributed electricity and natural gas in Montana through our whoily owned
subsidiary, Northweszern Energy LLC. Effective November 15, 2U€l2, we transferred nil of the energy
and natural gas transmission and distribution operations of Nort?1Western Energy LLC to
NorthWesterr1 Corporation and since that date, we have operated that business as part of our
NorthWes€ern Energy division. We are operating our utility business under the common nurne
"NorthWestem Energy" in aél our service territories. I -
We operate our business in five reporting segments: _
` • electric utility operations;
· neturai gas utility operations;
· communications;
· heating, ventilation and air conditioning, or HVAC, and piumbing related services; and
• all other, which primarily consists of our other miscellaneous service and non-energy related
operations and activities that are not included in the other identified segments, together with the
unellocated corporate costs and investments, and any eliminating amounts.
For additional information related to our industry segments, see Note 23 of "Notes to Consolidated
Financial Stetenientsf included in Item 8 herein.
We also have made significant investments in three norvenergy businesses:
· Expenets, Inc., or Expanets, a provider ef networked communications and data services and
solutions to medium sized businesses nationwide: ·
• Blue Dot Services Inc., or Blue Dot, as nationwide provider of air conditioning, heating,
‘ plumbing end related services; and -
• C0rnerStone Propane Partners, LP, or CornerStone, at publicly traded iimited partnership
(OTC: CNPRPK) that is E1 retail propane and wholesale energy related commodities distributor.
Our experience with our non-energy businesses has been very disappointing. They have adversely
impacted our overall resuits of operations, financial condition and liquidity for the past three years. See
Note 23 of "Notes to Consolidated Financial Stattementsf included in Item 8 herein. We have written
off our investment in CornerStone and have written off substantiaiiy all of our investments in Expanets
and Biue Dot. In particular, Expanets has suffered from the continued deterioration of business in the
telecommunications markets end billings and collections problems caused by the problems encountered
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