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 29, 2012

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 29, 2012 and March 1, 2012, Brian Bird, vice president, chief financial officer and treasurer, and Daniel Rausch, director – investor relations and business development, 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 San Francisco and Seattle. During the presentation, the Company will be reaffirming its 2012 earnings guidance of $2.35 to $2.50 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 29 - March 1, 2012

* 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
	Corporate Secretary

Date: February 29, 2012

Index to Exhibits

EXHIBIT NO.	DESCRIPTION OF DOCUMENT
99.1*	Slide presentation dated February 29 - March 1, 2012

* filed herewith

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EX-99.1

West Coast Financial UpdateFebruary 29 - March 1, 2012Financial Update

2

Who we areFinancial update
Investment opportunity outlook
Appendix
- Financial statements
- Regulatory update

Outline

3

Forward looking statements

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

ðOur Vision: Enriching lives through a safe, sustainable
energy future

ðOur Mission: Working together to deliver safe, reliable
and innovative energy solutions

ðOur Values:

Safety

Excellence

Respect

Value

Integrity

Community

Environment

5

Geographically positioned for success

ðOur service territory covers some of the
best wind regimes in the nation

ðWe have the opportunity to provide
transmission services into two different
markets (West and Midwest)

Low unemployment rates

ðA fully-regulated utility located in states
with relatively stable economies with
opportunity for system investment and
grid expansion

6

Note:Statisticsabove are as of 12/31/2011

(1) Nebraska is a natural gas only jurisdiction

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A multi-state electric & natural gas utility

The “80 / 20” rules of NorthWestern.We are approximately 80% electric / 20% natural gas

Note: Data above reflects full year 2011 results .

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A diverse distribution customer base

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With competitive customer rates

Typical
Customer
bills

10

Who we areFinancial updateInvestment opportunity outlook
Appendix
- Financial statements
- Regulatory update

Outline

11

8.1%Cash From
Operations

6.5% Dividend Growth

Compounded Annual
Growth Rate (CAGR)

12

Solid pension funding

NorthWestern Energy’s Pension Assumptions

ðTarget allocation 50% equity and 50% fixed
income

ðExpected long-term rate of return of 7.00%

ðDiscount rate of4.40 - 4.55%

Six remaining identified peers had not yet filed year-end 2011 financial information as of 02/27/12 and are not included above.

These companies include AVA, BKH, EE, GXP, PNM, and UNS.

13

A strong credit profile

A security rating is not a recommendation to buy, sellor 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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A history of earnings and dividend growth

 

15

Reaffirming 2012 earning guidance

Reaffirming 2012 guidance range of $2.35-$2.50 based upon, but not limited to, the following
major assumptions and expectations:

 • A consolidated income tax rate of approximately 18% - 20% of pre-tax income;

 •No significant scheduled, or unscheduled, maintenance at Colstrip Unit 4, Neal or Big Stone Plants;

 •No expected increase in insurance reserves or insurance recoveries in 2012;

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Investment opportunity outlook

ðEnergy Supply

–Big Stone/Neal pollution control

–South Dakota natural gas peaking generation

–Montana Spion Kop Wind facility

–South Dakota Titan Wind facility buyout

–Other vertical integration opportunities in Montana
including gas reserves or base load generation

ðTransmission

–Network upgrades and large generation
interconnections

–Colstrip 500kV upgrade

–Mountain States Transmission Intertie (MSTI)

–230kV Renewable Collector System

–South Dakota transmission opportunities

ðDistribution

17

Montana base load opportunity

Our post PPL supply
opportunityis
approximately
200 GWh / month or
about 280 MWs of
capacity

18

Hard assets providing value

2005-07 valuation affected by pending and
ultimately terminated acquisition

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Growing investment in our existing system

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Great investment growth opportunities

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Investment project summary

Several opportunities exist to further increase and diversify earnings as compared to our
approximately $1.8 billion of rate base today.Additional Montana base load opportunities are
currently being evaluated and may be incorporated at the appropriate time.

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

Adjustments to the project summary since last presented at EEI in November 2011 include:

- Spion Kop changed from Yellow to Greenbased upon MPSC pre-approval and timing delays in all 4 transmission projects

Changed to Green withMPSC pre-approval granted Feb ‘12

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Another way to slice the pie

(at midpoint of range)

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Who we are
Financial update
Investment opportunity outlook
Appendix- Financial statements
- Regulatory update

Outline

25

Consolidated statement of income

26

Consolidated statement of cash flows

27

Consolidated balance sheet

28

Earnings reconciliation

29

Other miscellaneous earnings items

30

Our Commissioners

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Environmental compliance