Item 2.03    Creation of a Direct Financial Obligation or an Obligation under an
             Off-Balance Sheet Arrangement of a Registrant.

Montana First Mortgage Bonds

On May 15, 2020, NorthWestern Corporation d/b/a NorthWestern Energy (NYSE: NWE) (the "Company") issued and sold $100 million principal amount of the Company's Montana First Mortgage Bonds (the "MT Bonds"). The MT Bonds were issued in a transaction exempt from the registration requirements of the Securities Act of 1933, have not been registered under the Securities Act, and will not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws. The MT Bonds were drawn and issued in one series as follows:

Issue Date Maturity Date Principal Amount Interest Rate May 15, 2020 May 15, 2030 $100 million 3.21%

The terms of the MT Bonds were established in the Fortieth Supplemental Indenture, dated as of April 1, 2020 (the "MT Supplemental Indenture"), between the Company and The Bank of New York Mellon and Beata Harvin, as trustees. The MT Bonds are governed by the terms of the Mortgage and Deed of Trust dated as of October 1, 1945, as amended and supplemented, between the Company and the trustees, and the MT Supplemental Indenture (collectively, the "MT Indenture"). The MT Bonds will rank equally in right of payment with all current and future debt that is secured by the first mortgage lien of the Indenture.

The Company may redeem some or all of the MT Bonds at any time at its option prior to maturity at a make-whole price as described in the MT Supplemental Indenture.

The MT Indenture provides for customary events of default, including payment defaults and certain events of bankruptcy, insolvency and reorganization. If an event of default occurs and is continuing, the principal amount of the MT Bonds, plus accrued and unpaid interest, if any, may be declared immediately due and payable. In addition, under certain circumstances, and to the extent permitted by law, the trustee may be granted certain powers to take possession of, hold, operate and manage, and sell, the mortgaged property.

The description set forth above concerning the MT Bonds is qualified in its entirety by reference to the MT Supplemental Indenture which is attached hereto as Exhibit 4.1 and is incorporated herein by reference.

South Dakota First Mortgage Bonds

On May 15, 2020, the Company also issued and sold $50 million principal amount of the Company's First Mortgage Bonds (the "SD Bonds"). The SD Bonds were issued in a transaction exempt from the registration requirements of the Securities Act of 1933, have not been registered under the Securities Act, and will not be offered or sold in the United States absent registration or


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an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws. The SD Bonds were drawn and issued in one series as follows:

Issue Date Maturity Date Principal Amount Interest Rate May 15, 2020 May 16, 2030 $50 million 3.21%

The terms of the SD Bonds were established in the Sixteenth Supplemental Indenture, dated as of April 1, 2020 (the "SD Supplemental Indenture"), between the Company and The Bank of New York Mellon, as trustee. The SD Bonds are governed by the terms of the General Mortgage Indenture and Deed of Trust dated as of August 1, 1993, as amended and supplemented, between the Company and the trustees, and the SD Supplemental Indenture (collectively, the "SD Indenture"). The SD Bonds will rank equally in right of payment with all current and future debt that is secured by the first mortgage lien of the Indenture.

The Company may redeem some or all of the SD Bonds at any time at its option prior to maturity at a make-whole price as described in the SD Supplemental Indenture.

The SD Indenture provides for customary events of default, including payment defaults and certain events of bankruptcy, insolvency and reorganization. If an event of default occurs and is continuing, the principal amount of the SD Bonds, plus accrued and unpaid interest, if any, may be declared immediately due and payable. In addition, under certain circumstances, and to the extent permitted by law, the trustee may be granted certain powers to take possession of, hold, operate and manage, and sell, the mortgaged property.

The description set forth above concerning the SD Bonds is qualified in its entirety by reference to the SD Supplemental Indenture which is attached hereto as Exhibit 4.2 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.





    EXHIBIT NO.     DESCRIPTION OF DOCUMENT
                    Fortieth Supplemental Indenture, dated as of April 1, 2020,
       4.1  *       between the Company and The Bank of New York Mellon and
                    Beata Harvin, as trustees.
                    Sixteenth Supplemental Indenture, dated as of April 1, 2020,
       4.2  *       between the Company and The Bank of New York Mellon, as
                    trustee.

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