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):  May 26, 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 May 26, 2011, Brian Bird, vice president, chief financial officer and treasurer, of NorthWestern Corporation d/b/a NorthWestern Energy (NYSE: NWE) (the “Company”), will be presenting certain information concerning the Company in a slide presentation to certain investors and analysts in Portland, Oregon, at the D.A. Davidson & Co., 2011 Utility CFO Day. 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 May 26, 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: May 25, 2011

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Index to Exhibits

EXHIBIT NO.	DESCRIPTION OF DOCUMENT
99.1*	Slide presentation dated May 26, 2011

* filed herewith

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EX-99.1

Portland, OR

May 26, 2011

D.A. Davidson & Co. -
2011 Utility CFO Day

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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 Capitalization: $1,889 MM(1)

¾Total Rate Base: $1,750 MM (est.)

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 $200 million as of May 20, 2011

¾Total debt / total capitalization of 54.3%(2)

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 8.8 years to 11.5 years

¾No significant debt maturities until after 2015

(1)Excludes outstanding 3/31/11 commercial paper balance of $86 million.

(2)Total capitalization as of3/31/11

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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.

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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…

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constructive regulatory environment…

¾Montana

»Electric and natural gas general rate case

♦April 2011: MPSC and Company settled the overall rate increase in Montana:

●A net $6.1 million increase in annual revenue

●Electric and Nat Gas ROE to 10.25%

»Dave Gates Generation Station at Mill Creek 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 has been filed

♦Pre-hearing conference in early June 2011 to set the procedural schedule

»Distribution System Infrastructure Plan

♦Received an accounting order from the MPSC in March 2011 to defer and amortize related
O&M expense for 2011 and 2012 over a 5 year period beginning 2013

»Wind project for 40 MW’s in rate base

♦Executed an asset purchase agreement in April 2011

♦Agreement is contingent on receiving approval from MPSC to rate base

♦Filing to occur before May 31, 2011

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regulatory environment cont’d…

¾South Dakota

»Filed natural gas rate case on May 20, 2011

♦requesting $4.1 million annual increase (7.2% average increase in rates)

♦$2.7M related to rates (would affect P&L) - $1.4M related to recovery of manufactured gas
plant remediation costs (no operating income impact)

♦10.9% ROE, 8.68% ROR, 56.1 equity portion of capital structure

»Expect to file an environmental rider on the Big Stone & Neal plant for emissions
compliance projects by the end of 2011

¾Nebraska

»Don’t plan to file natural gas rate case during 2011 based on 2010 results

¾FERC

»Docket filed for DGGS on April 29, 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.

♦FERC subsequently set the docket for settlement discussions, which are on-going

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regulatory milestones in 2011…

Montana
Distribution Infrastructure
PDecision in favor of accounting order (MPSC)	Q1
Prudency Review for DGGS
PInterim rate filing (MPSC)2010	Q4
üCompliance Filing (MPSC)	Q1
¾Pre-hearing conference	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/ Q3

South Dakota
Natural Gas Rate Case
üFiled rate case requesting $4.1 million/ yr increase (SDPUC)	Q2
Environmental Riders for Big Stone & Neal
¾Environmental rider filing (SDPUC)	Q4

longer term investment opportunities…

¾Distribution system enhancements

»Incremental rate based investment to enhance safety, 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…

Opportunity to increase and diversify earnings as compared with our
existing $1.8 billion rate base.

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

Transmission

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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income statement…

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balance sheet…

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cash flow…

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quarter over quarter earnings impacts…

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