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):  April 22, 2010

NorthWestern Corporation

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation)		1-10499 (Commission File Number)	46-0172280 (IRS Employer Identification No.)
3010 W. 69th Street Sioux Falls, South Dakota (Address of principal executive offices)			57108 (Zip Code)
	(605) 978-2900 (Registrant’s telephone number, including area code)

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))

Item 7.01 Regulation FD Disclosure.

On April 22, 2010 at 9:00 a.m. Central Time, NorthWestern Corporation d/b/a NorthWestern Energy (NYSE: NWE) (the “Company”) will hold its annual meeting of stockholders at its operations center in Huron, South Dakota. During the annual meeting, Robert C. Rowe, president and chief executive officer of the Company will make a presentation to stockholders and other attendees that will discuss the operations of the business. A live webcast of the annual meeting can be accessed from the Company’s Web site at http://www.northwesternenergy.com under the Investor Information heading.

A copy of the slide 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 slide 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 slide 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*	Slide presentation dated April 22, 2010

* 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
	Interim General Counsel & Corporate Secretary

Date: April 22, 2010

Index to Exhibits

EXHIBIT NO.	DESCRIPTION OF DOCUMENT
99.1*	Slide presentation dated April 22, 2010

* filed herewith

EX-99.1

Annual Meeting of
StockholdersHuron, SD

April 22, 2010

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forward-looking statement…

During the course of this presentation, there will be forward-looking
statements within the meaning of the “safe harbor” provisions of the
Private Securities Litigation Reform Act of 1995. Forward-looking
statements often address our expected future business and financial
performance, and often contain words such as “expects,” “anticipates,”
“intends,” “plans,” “believes,” “seeks,” or “will.” 

The information in this presentation is based upon our current
expectations as of the date hereof unless otherwise noted.  Our actual
future business and financial performance may differ materially and
adversely from our expectations expressed in any forward-looking
statements.We undertake no obligation to revise or publicly update our
forward-looking statements or this presentation for any reason.Although
our expectations and beliefs are based on reasonable assumptions, actual
results may differ materially.The factors that may affect our results are
listed in certain of our press releases and disclosed in the Company’s
public filings with the SEC.

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who we are…

¾661,000 customers

»396,000 electric

»265,000 natural gas

¾Approximately 123,000 square
miles of service territory in
Montana, South Dakota, and Nebraska

»32,000 miles of electric T&D lines

»8,400 miles of natural gas T&D pipelines

»18 Bcf natural gas storage

¾Total generation (mostly base load coal)

»MT - 222 MW - regulated

»SD - 312 MW - regulated

¾Total Assets: $2,814 MM

¾Total Capitalization: $1,758 MM(1)

¾Total Employees: 1,354

Located in states with relatively stable
economies with potential grid expansion.

Above data as of 3/31/10

(1)Book capitalization calculated as total debt, excluding capital leases, plus shareholders’ equity.

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NorthWestern’s attributes…

¾Solid operations

»Cost competitive

»Above-average reliability

»Award-winning customer service

¾Low single A secured credit ratings with a strong balance sheet and liquidity

»April 15, 2010 Fitch upgraded secured and unsecured ratings to A- and BBB+
respectively

¾Positive earnings and ROE trend

»Colstrip Unit 4 into rates effective January 1, 2009

»Delivery services rate cases for Montana electric and natural gas

»Mill Creek Generation Station into rate early 2011

¾Strong cash flows

»NOLs and repair tax deduction provide an effective tax shield until likely 2014

»94% pension funded status allows us to shift operating cash flows toward growth

¾Competitive total shareholder return and growing dividend

»Added to S&P 600 SmallCap Index on April 9, 2010

¾Constructive regulatory environment

¾Forbes.com listed as one of “100 Most Trustworthy Companies”

¾Realistic growth prospects

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low single A secured credit ratings…

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strong balance sheet and liquidity…

¾Total Debt / Total capitalization of 54.3%(1)

¾May 2010

»We anticipate refinancing existing $225 million, 5.875% Senior Secured Notes due
2014 with 15 year First Mortgage Bonds due 2025.Bonds priced April 15th at 5.01%
with closing expected in May.

¾October 2009

»New issue - $55 million, 30 year, 5.71% First Mortgage Bonds

¾June 2009

»Extended unsecured revolver maturity and increased size from $200 to $250 million

¾March 2009

»New Issue - $250 million, 10 year, 6.34% First Mortgage Bonds

¾Total liquidity currently in the $230 million range

¾Nearly all long-term debt matures after 2015(2)

(1) Total Debt / Total capitalization as of 3/31/10

(2) Assumes the $225 million debt refinancing is completed in May as anticipated

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reaffirming 2010 EPS guidance…

¾The major assumptions include, but are not limited to, the following

      expectations:

»A consolidated income tax rate of approximately 30% of pre-tax income;

»No impact from requested rate increase in Montana due to anticipated final order in the rate case during the

                   fourth quarter of 2010;

»Fully diluted average shares outstanding of 36.5 million; and

»Normal weather in the Company’s electric and natural gas service territories for the remainder of 2010

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positive earnings and ROE trend…

Recentauthorized ROE’s: Mill Creek (10.25%)
and Colstrip Unit 4 (10.00%).

*2010 Estimate for illustrative purposes only and based on guidance range $1.95 - $2.10 and 36.5 million fully diluted shares

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strong cash flows…

Earnings growth and NOLs provide strong cash flows to
fund future investment.

2010 cash flow freed up for investment…

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It is also anticipated that our $93 million investment to fund pension in
2009 will free up significant cash flow for future investment.

12/31/09 pension funded status…

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Data source: SNL Financial

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competitive total shareholder return…

Data source: SNL Financial

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and growing dividend…

Goal for dividend payout ratio of 60% - 70%.
Current dividend yield about 5%.

(1) 2010 estimated payout range assumes midpoint of $1.95 - $2.10 guidance range

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constructive regulatory environment…

¾Montana

»Rate cases filed October 2009 requesting $17.5 million revenue increase

♦November 2009 the MPSC determined the initial filing failed to comply with minimum
filing requirements related to allocated cost of service and rate design

♦February 2, 2010 our supplemental filing was accepted as compliant

♦March 31, 2010 the procedural schedule was temporarily suspended pending resolution
of confidential treatment of various data requests

♦April 13, 2010 protective order for confidential treatment of data was granted

♦It is anticipated the procedural schedule will be reestablished in time for our rate
adjustment to become effective during the fourth quarter of 2010

»Mill Creek Generation Station filed with MPSC

♦Under construction with $119.8 million capitalized CWIP as of March 31, 2010

♦Interim rates will be requested when plant comes online (expected by 12/31/10)

»Colstrip Unit 4 placed into rate base starting January 2009

¾South Dakota / Nebraska

»Expect to file natural gas rate cases during 2011

Maintaining positive regulatory relations in all jurisdictions

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constructive regulatory environment…

¾FERC

»Working with FERC for MSTI rate design

♦FERC encouraged Company to develop MSTI on a cost of service basis by
requesting appropriate tariff waivers for existing OATT

»FERC approved 230kV Renewable Collector Open Season

»Initial Open Season informational meetings for both MSTI and 230kV
Renewable Collector system were held March 25, 2010

»Anticipate Mill Creek Federal filing during the second quarter of 2010

Maintaining positive regulatory relations in all jurisdictions

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economic status of service territory…

¾Unemployment rates in Montana,
South Dakota , andNebraska are
the best in the nation.However
the national recession still impacts
NorthWestern through:

»Lower OASIS sales to the west

»MAPP pricing to the east

»Industrial losses

»Slower customer growth

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near-term potential earnings drivers…

¾In 2010 we anticipate

»Due to higher ratio of residential/commercial vs. industrial
customers and a relatively healthy economy within our service
territory we anticipate modest recovery in volumes and economic
activity in 2010

♦Electric: 69% Residential & Commercial, 31% Industrial

♦Natural Gas: 99% Residential & Commercial, 1% Industrial

»Montana rate adjustment expected to take effect last quarter of 2010

¾2011 we anticipate:

»Full year effect of Montana rate adjustment

»Potential South Dakota and Nebraska natural gas rate adjustments

»Mill Creek in rate base

♦Approximately $10 million annualized contribution to net income

long-term balanced growth opportunities…

¾Distribution system enhancements

»Exploring incremental rate based investment to enhance reliability
and capacity, improve rural service, and prepare the system for
potential smart grid applications (early stages)

¾Energy supply

»Mill Creek Generation Station

»South Dakota peaking generation

»Big Stone pollution control equipment (early stages)

»Natural gas reserves (early stages)

»Wind projects and other renewable projects (early stages)

¾Transmission projects

»Colstrip 500 kV upgrade

»230 kV Renewable Collector System

»Mountain States Transmission Intertie (MSTI)

»Electric Transmission America (ETA) (early stages)

»Green Power Express (ITC) (early stages)

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great wind potential in our service territory…

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service territory is a link between supply…

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and demand…

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our proposed transmission projects…

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growth project potential…

Opportunity to increase and diversify earnings as compared with our
existing $1.5 billion rate base.

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capex spending - next few years…

Utility
Maintenance
Capex is funded
100% by free
cash flow.

MSTI project is now slated for early
2015 and capex has been modified
accordingly.Capital still shown at
100% but still evaluating partners.

Additional equity not anticipated
until we proceed with MSTI or other
major investments not shown here.

We will move forward with
the funding of these projects only
when they make economic sense.

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growth project milestones ’10 & ’11…

2010

Mill Creek

¾Test “fire” the turbines

Q3

¾Periodic filings with MPSC / FERC

Q3/Q4

¾Complete Construction

Q4

¾Commercial operation date

Q4

500 kV Upgrade

¾Finalize commercial terms with partners

Q4

¾WECC phase 1 planning process completed

Q4

¾Decision point on proceeding w/construction

Q4

230 kV Collector System

¾Open season information meeting

Q1

¾Collectoropen season commences

Q2

¾LGIA tendered to qualified participants

Q4

MSTI

¾Draft EIS

Q2

¾Phase 1 of open season

Q3

¾Phase 2 of open season

Q4

2011
Mill Creek
¾Providing regulating services	Q1
¾Completion of MPSC prudence review	Q1
500 kV Upgrade
¾WECC phase 2 rating	Q3
¾Construction begins	Q3
230 kV Collector System
¾Open season results posted	Q1
¾Customers provide full credit support	Q1
¾FERC approvals of OATT waivers	Q2
¾WECC regional planning approval	Q4
MSTI
¾Open season results posted	Q1
¾FERC approvals of OATT waivers	Q1
¾EIS Record of Decision	Q1
¾Customers provide full credit support	Q2
¾Begin right of way procurement	Q4

in summary…

¾Solid operations

¾Low single A secured credit ratings with a
strong balance sheet and liquidity

¾Positive earnings and ROE trend

¾Strong cash flows

¾Competitive total shareholder return and
growing dividend

¾Constructive regulatory environment

¾Realistic growth prospects

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