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):  February 28, 2011

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 February 28 and March 1, 2011, Brian Bird, vice president, chief financial officer and treasurer, and Dan Rausch, director – investor relations, of NorthWestern Corporation d/b/a NorthWestern Energy (NYSE: NWE) (the “Company”), will be in San Francisco presenting certain information concerning the Company in a slide presentation to certain investors and analysts. During the presentation, the Company will be reaffirming its 2011 earnings guidance of $2.25 to $2.40 per share.

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 February 28 – March 1, 2011

* filed herewith

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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
	Corporate Secretary

Date: February 28, 2011

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Index to Exhibits

EXHIBIT NO.	DESCRIPTION OF DOCUMENT
99.1*	Slide presentation dated February 28 – March 1, 2011

* filed herewith

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EX-99.1

February 28th - March 1st, 2011

2011 Investor Update
San Francisco, CA

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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…

Above data as of 12/31/10

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

¾665,000 customers

»399,000 electric

»266,000 natural gas

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

»27,500 miles of electric T&D lines

»9,200 miles of natural gas T&D pipelines

»20 Bcf natural gas storage

»8.4 Bcf natural gas proven reserves

¾Total owned generation

»MT - 372MW - regulated

»SD - 312 MW - regulated

¾Total Assets: $3,038 MM

¾Total Employees: 1,363

• Located in states with relatively stable economies with

 opportunity for system investment and grid expansion.

• Footprint of service territory covers some of the best

wind regimes in the United States

•Unique opportunity to provide transmission services
in to two different power markets (West and Midwest )

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NorthWestern’s attributes…

¾Solid operations

»Cost competitive

»Above-average reliability

»Award-winning customer service

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

»January 21, 2011 Moody’s upgraded secured and unsecured ratings to A2 and Baa1,
respectively

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

¾Positive earnings and ROE trend

»Delivery services rate increase for Montana electric

»Mill Creek Generation Station achieved commercial operation on January 1, 2011

¾Strong cash flows

»NOLs and repair tax deduction provide an effective tax shield likely beyond 2015

»89% pension funded status at end of 2010

¾Competitive shareholder return with a dividend that has increased every year
since ‘05

»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 investment opportunities

strong credit ratings…

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A security rating is not a recommendation to buy, sell or hold securities.Such rating may be subject to revision or
withdrawal at any time by the credit rating agency and each rating should be evaluated independently of any other
rating.

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strong balance sheet and liquidity…

¾Total liquidity of approximately $165 million as of February 2011

¾Total Debt / Total capitalization of 56.6%(1)

¾In past two years refinanced nearly all outstanding debt

»In May 2010 we refinanced existing $225 million, 5.875% Senior Secured
Notes due 2014 with 5.01% First Mortgage Bonds due 2025.

»Reduced long term debt cost from 6.8% to 5.6%

»Increased average debt maturity from 8.8yrs to 11.5yrs

¾No significant debt maturities until after 2015

(1)Total capitalization as of12/31/10

(2)Excludes outstanding 12/31/10 revolving credit facility balance of $153 million maturing in 2012.

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strong cash flows…

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

(1)Utility maintenance capex only, excludes investment growth projects.

(2)2009 Cash Flow from Operations adjusted to add back pension funding in excess of expense and Ammondson
settlement paid..

solid pension funding position…

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Data source: SNL Financial

As a result of significant contributions to our pension
plan over the past several years and solid market returns in 2009 and
2010, we are better positioned than our peers at December 31, 2010 .

Size of bubble represents relative size of pension plan assets.

ALLETE, Empire District, IDACORP, Vectren, Westar, and
NorthWestern are updated for 12/31/10 funded status.The
remaining companies present their 12/31/09 funded status.

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and sustainable dividend…

Goal for dividend payout ratio of 60% - 70%.
Current dividend yield about 5% with year-over-year dividend growth.

(1) 2011 estimated payout range assumes midpoint of guidance range $2.25 - $2.40

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reaffirming 2011 EPS guidance…

2010 to 2011 earnings bridge…

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¾The basic assumptions include, but are not limited to, the following
expectations:

»A consolidated income tax rate of approximately 20% - 24% of pre-tax income;

»Fully diluted average shares outstanding of 36.4 million; and

»Normal weather in the Company’s electric and natural gas service territories for 2011

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constructive regulatory environment…

¾Montana

»Electric and natural gas general rate case

♦September 2010: Joint stipulation with MCCfiled with MPSC resulting in a net $6.7 million

               increase to revenue predicated upon a 10.25% ROE and 5.76% cost of debt (7.92% ROR)

♦December 2010: Final order issued approving stipulation with additional MPSC requirement

               to implement a modified lost revenue adjustment mechanism (LRAM) and an inclining block

               rate structure for electric energy supply customers.Additional requirement also reduced

               stipulated 10.25% ROE by 25 bps.This ROE adjustment is estimated to potentially reduce

               revenue increase by $1.3 million annually.

●The Company has appealed the modified LRAM and reduced ROE decision to the
Montana district court and is awaiting a decision.

»Mill Creek Generation Station filed

♦Interim rates approved by the MPSC and included in our monthly electric supply rates
beginning January 1, 2011

♦Compliance filing reflecting final construction costs required by March 31, 2011

»MPSC election results

♦New commissioners: Chairman Bill Gallagher (R) and Travis Kavulla (R)

♦Standing commissioners: Brad Molnar (R), John Vincent (D), and Gail Gutsche (D)

»Distribution System Infrastructure Plan

♦Request for an accounting order submitted to MPSC in January 2011 to defer and amortize

              related O&M expense for 2011 and 2012 over a 5 year period beginning 2013.

♦Anticipate submitting formal project proposal to the MPSC in the second quarter

               of 2011 requesting project approval.

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regulatory environment con’t…

¾South Dakota

»Expect to file natural gas rate cases during 2011 pending 2010 results

»Expect to file an environmental rider on the Big Stone & Neal plant for
emissions compliance projects

»Election results

♦Prior Chairman Dusty Johnson (R) re-elected but then appointed by new Governor to
Chief of Staff.Outgoing South Dakota Secretary of State, Chris Nelson (R), has been
appointed PUC commissioner by the Governor.

♦Standing commissioners: Chairman Steve Kolbeck (D) and Gary Hanson (R)

¾Nebraska

»Expect to file natural gas rate cases during 2011 pending 2010 results

»Election results

♦Two incumbent commissioners re-elected: Gerald Vap (R) and Rod Johnson (R)

♦Standing commissioners: Chairman Tim Schram (R), Frank Landis Jr. (R), and Anne
Boyle (D)

¾FERC

»Docket filed for Mill Creek on April 10, 2010 to establish rates as of January 1, 2011

♦October 15, 2010, Order issued authorizing us to put our filed tariffs in place effective
January 1, 2011, subject to refund.The hearing has been set for March of 2011.

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regulatory milestones in 2011…

Montana
Distribution Infrastructure
PRequest for accounting order (MPSC) ¾Submit formal proposal for approval (MPSC)	Q1 Q2
Prudency Review for Mill Creek
PInterim rate filing (MPSC) 2010	Q4
¾Compliance filing (MPSC)	Q1
¾FERC tariff filing (FERC)	Q2
Approval for Montana Wind Projects
¾Pre - approval filing (MPSC)	Q2
Natural Gas - Rate Base Battle Creek
¾Filing to include in general rate base (MPSC)	Q2

South Dakota
Natural Gas Rate Case
¾File rate case pending 2010 results (SDPUC)	Q2
Environmental Riders for Big Stone & Neal
¾Environmental rider filing (SDPUC)	Q2
Nebraska
Natural Gas Rate Case
¾File rate case pending 2010 results (NPSC)	Q2

longer term investment opportunities…

¾Distribution system enhancements

»Incremental rate based investment to enhance reliability and
capacity, improve rural service, and prepare the system for
adaptation of new technologies.

¾Energy supply

»Big Stone and Neal plants’ pollution control equipment

»South Dakota peaking generation

»Wind projects and other renewable projects

»Natural gas reserves

¾Transmission projects

»Network upgrades

»Colstrip 500 kV upgrade

»230 kV Renewable Collector System

»Mountain States Transmission Intertie (MSTI)

»South Dakota transmission opportunities

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potential project summary…

Note: Color / label indicate NorthWestern Energy's current probability of execution and timing of expenditures.

in summary…

¾Solid operations

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

¾Positive earnings and ROE trend

¾Strong cash flows

¾Competitive total shareholder return with a
dividend that has increased every year since
2005

¾Constructive regulatory environment

¾Forbes.com “100 Most Trustworthy Companies”

¾Realistic investment opportunities

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appendix…

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appendix - income statement…

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appendix - balance sheet…

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appendix - cash flow…

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