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 25, 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 2.02 Results of Operations and Financial Condition.

On April 25, 2012, NorthWestern Corporation d/b/a NorthWestern Energy (NYSE: NWE) (the “Company”) issued a press release (the “Press Release”) discussing financial results for the three months ended March 31, 2012, and reaffirmed earnings guidance for 2012 in the range of $2.35 - $2.50 per fully diluted share.  The Press Release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

The information in this Current Report on Form 8-K provided under Item 2.02 shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information provided under Item 2.02 in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 7.01 Regulation FD Disclosure.

On April 25, 2012 at 10:00 a.m. Mountain Time, the Company will hold its annual meeting of stockholders at the Montana Tech Student Union Building, 1300 West Park Street, Butte, Montana. 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 99.2 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*	Press Release dated April 25, 2012
99.2*	Slide presentation dated April 25, 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: April 25, 2012

Index to Exhibits

EXHIBIT NO.	DESCRIPTION OF DOCUMENT
99.1*	Press Release dated April 25, 2012
99.2*	Slide presentation dated April 25, 2012

* filed herewith

EX-99.1

		NorthWestern Corporation d/b/a NorthWestern Energy 3010 W. 69th Street Sioux Falls, SD  57108 www.northwesternenergy.com
NYSE: NWE News Release FOR IMMEDIATE RELEASE	Media Contact: Claudia Rapkoch (866) 622-8081 claudia.rapkoch@northwestern.com Investor Relations Contact: Dan Rausch (605) 978-2902 daniel.rausch@northwestern.com

NORTHWESTERN REPORTS FIRST QUARTER 2012 FINANCIAL RESULTS

Reports earnings per share of 88 cents for quarter

Reaffirms guidance for 2012 of $2.35 - $2.50 per fully diluted share

Announced a quarterly dividend of 37 cents per share, payable June 30, 2012

SIOUX FALLS, S.D. – April 25, 2012 – NorthWestern Corporation d/b/a NorthWestern Energy (NYSE: NWE) reported financial results for the quarter ended March 31, 2012.  Net income was $32.0 million, or $.88 per fully diluted share, for the quarter ended March 31, 2012, compared with net income of $32.6 million, or $.89 per fully diluted share, for the quarter ended March 31, 2011.  Gross margin declined $5.5 million for the quarter ended March 31, 2012, compared with the first quarter of 2011, due primarily to mild winter weather that caused an approximately $8.2 million reduction in gross margin but this was largely offset by increased Dave Gates Generating Station (“DGGS”) related revenues of $4.5 million, including approximately $2.7 million that had been deferred in prior periods pending outcome of allocation uncertainty in Montana.  This was based on a March 2012 decision by the Montana Public Service Commission (“MPSC”) approving total project costs and establishing final rates for DGGS.  In addition, operating expenses and interest expense were lower than the same period in 2011.

“Despite the significantly milder heating season, we provided stable earnings in the first quarter of 2012,” said Bob Rowe, President and CEO. “In addition, we made progress in advancing electric supply investments by beginning construction on both the Spion Kop 40 MW wind project in Montana and the 60 MW natural gas peaking facility near Aberdeen, SD .” 

NorthWestern Reports First Quarter 2012 Financial Results

April 25, 2012

Page 2

Summary Financial Results

The following table reconciles the primary changes from the first quarter 2012 results compared with the same period in 2011:

	Three Months Ended
	Pre-tax	Net	EPS
($millions, except EPS)	Income	Income1	Diluted
2011 reported	$41.8	$32.6	$        0.89

Gross Margin
	Electric retail volumes	(4.2)	(2.6)	(0.07)
	Natural gas retail volumes	(4.0)	(2.5)	(0.07)
	Montana property tax tracker	(1.3)	(0.8)	(0.02)
	Gas production	(0.7)	(0.4)	(0.01)
	Operating expenses recovered in energy supply trackers	(0.3)	(0.2)	(0.01)
	DGGS	4.5	2.8	0.08
	South Dakota natural gas rate increase	0.6	0.4	0.01
	Other	(0.1)	(0.1)	-
	Subtotal - Gross Margin	(5.5)	(3.4)	(0.09)

OG&A Expense
	Operating and maintenance	1.8	1.1	0.03
	Operating expenses recovered in energy supply trackers	0.3	0.2	0.01
	Other	(0.3)	(0.2)	(0.01
	Subtotal - OG&A Expense	1.8	1.1	0.03

Other
	Depreciation expense	(1.1)	(0.7)	(0.02)
	Property and other taxes	1.7	1.0	0.03
	Interest Expense	1.2	0.7	0.02
	Other Income	0.2	0.1	-

OG&A Expense
	Flow-through repairs deductions		1.6	0.03
	Flow-through of state bonus depreciation deduction		(1.2)	0.01
	Recognition of state NOL benefit/valuation allowance release		(0.8)
	State income tax & other, net		1.1
	All other, net		0.1	(0.01
	Total EPS impact of above items			(0.01)
	2012 reported	$40.1	$32.0	$        0.88

(1) Income Tax Benefit (Expense) calculation on reconciling items assumes normal effective tax rate of 38.5%.

For more information see www.northwesternenergy.com/documents/investor/Q112.pdf

Significant Drivers

Gross Margin

Consolidated gross margin for the first quarter of 2012 was $170.7 million compared with $176.2 million for same period of 2011.  The decrease in gross margin was due primarily to a decrease in electric and natural gas volumes caused by warmer winter weather, a decrease in the Montana property taxes included in a tracker compared with the same period of 2011, a decrease in production margin from lower market prices and a reduction in revenues of operating expenses recovered in monthly supply trackers.  These reductions to margin were offset by an increase in DGGS related revenues, including approximately $2.7 million that the Company had deferred in previous periods, pending the outcome of allocation uncertainty in Montana, and an increase in South Dakota natural gas rates.

NorthWestern Reports First Quarter 2012 Financial Results

April 25, 2012

Page 3

Operating, General and Administrative Expenses

Consolidated operating, general and administrative expenses were $65.6 million for the quarter ended March 31, 2012 as compared with $67.4 million during the same period of 2011.  The decrease in operating, general and administrative expenses was primarily due to the timing of line maintenance compared with the same period of 2011, which we expect to be higher for the remainder of the year.

Property and Other Taxes

Consolidated property and other taxes were $23.7 million for the quarter ended March 31, 2012 as compared with $25.4 million during the same period of 2011.  This decrease was due primarily to lower actual 2011 property taxes than our initial estimate based on assessed property valuations and mill levy increases in Montana, offset in part by plant additions.  We estimate property taxes throughout each year and update to the actual expense when we receive our Montana property tax bills in November.

Interest Expense

Consolidated interest expense was $16.0 million for the quarter ended March 31, 2012 as compared with $17.1 million during the same period of 2011.  The decrease was primarily due to lower interest rates on debt outstanding.

Income Tax Expense

Consolidated income tax expense in the first quarter of 2012 was $8.0 million as compared with $9.2 million in same period of 2011.  The effective tax rate for the three months ended March 31, 2012 was 20% as compared with 22% for the same period of 2011.  The reduction in income tax expense was primarily due to lower taxable income and higher repairs tax deductions.  The effective tax rate differs from the federal statutory tax rate of 35% primarily due to repairs and state tax bonus depreciation deductions.

NorthWestern Reports First Quarter 2012 Financial Results

April 25, 2012

Page 4

The following table summarizes the significant differences from the Federal statutory rate, which result in reduced income tax expense:

	Quarter Ended March 31,
	(in millions)
	2012			2011
Income Before Income Taxes	$	40.1		$	41.8
Income tax calculated at 35% federal statutory rate	(14.0		)	(14.6		)
Permanent or flow through adjustments:
Flow-through repairs deductions	5.6			4.0
Flow-through of state bonus depreciation deduction	1.3			2.6
Recognition of state NOL benefit/valuation allowance release	0.0			0.8
State income tax & other, net	(0.9		)	(2.0		)
	$	6.0		$	5.4
Income tax expense	$	(8.0	)	$	(9.2	)

Regulated Operations

In the regulated operations, electric net income improved $0.4 million, due primarily to an increase in DGGS related revenues, including approximately $2.7 million that the Company had previously deferred pending the outcome of allocation uncertainty in Montana, and lower income taxes, offset by a decrease in gross margin caused by warmer winter weather in our service territories.  Natural gas net income declined $0.7 million, due primarily to a decrease in gross margins caused by warmer winter weather in our service territories, offset in part by a reduction in operating expenses, property taxes, interest expenses and income tax expense.

Liquidity and Capital Resources

As of March 31, 2012, cash and cash equivalents were $7.8 million compared with $5.9 million at Dec. 31, 2011.  The Company had $177.0 million available from its revolving credit facility at March 31, 2012, compared with $130.1 million at Dec. 31, 2011.

Dividend Declaration

NorthWestern’s Board of Directors declared a quarterly common stock dividend of 37 cents per share, payable on June 30, 2012, to common shareholders of record as of June 15, 2012.

Update on DGGS Outage

DGGS was shut down on January 31, 2012 after problems were discovered in the power turbines of two of the generation units. Similar problems were subsequently found in the third unit.We expect two of the three units to be returned to service by April 30, 2012 using either the original turbines after servicing by their supplier Pratt & Whitney Power Systems (PWPS) or turbines on loan from PWPS.  We expect the turbine repair costs to be covered under the manufacturer's warranty; however, we are also incurring incremental costs for contracts with third parties for replacement regulation service.  During the first quarter of 2012, our incremental costs for replacement regulation service totaled approximately $0.5 million.  We have been actively managing our contracted service in an effort to reduce these costs as much as possible as DGGS is brought back into service.  We believe the incremental contracted costs for regulation service are recoverable from customers through our normal course of business; however, there can be no assurance that the MPSC and/or FERC will allow us full recovery of such costs.

NorthWestern Reports First Quarter 2012 Financial Results

April 25, 2012

Page 5

Highlights for first quarter of 2012

•   Received a final order from the MPSC approving total project costs and establishing final rates for DGGS;

•   Received approval from the MPSC for the Spion Kop wind project in Montana; and

•   Submitted an application with the MPSC to place our majority interest in the Battle Creek Field natural gas production fields and gathering system acquired into regulated natural gas rate base in Montana;

2012 Earnings Outlook

NorthWestern reaffirms its earnings for 2012 to be $2.35 - $2.50 per fully diluted share.

Basic assumptions include the following expectations:

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

·   No scheduled maintenance at Colstrip Unit 4 and Big Stone Plants;

·   DGGS outage costs fully recovered;

·   Fully diluted average shares outstanding of 37.0 million; and

·   Normal weather in the Company’s electric and natural gas service territories for the remainder of 2012.

Company Hosting Investor Conference Call

NorthWestern will host an investor conference call today at 4:00 pm Eastern Time (3:00 p.m. Central Time) to review its financial results for the quarter ended March 31, 2012.

The conference call will be webcast live on the Internet at http://www.northwesternenergy.com under the “Investor Information” heading.  To listen, please go to the site at least 10 minutes in advance of the call to register.  An archived webcast will be available shortly after the call.

A telephonic replay of the call will be available beginning at 6:00 p.m. ET on April 25, 2012, through May 25, 2012, at (800) 723-0498.

Annual Meeting

The Company's Annual Meeting of Stockholders will be today, Wednesday, April 25, 2012, at 10:00 a.m. Mountain Daylight Time at Montana Tech Student Union Building, 1300 W. Park Street, Butte, Montana.

The annual stockholders meeting will be webcast live on the Internet at http://www.northwesternenergy.com under the “Investor Information” heading. 

NorthWestern Reports First Quarter 2012 Financial Results

April 25, 2012

Page 6

To listen, please go to the site at least 10 minutes in advance of the call to register. An archived webcast will be available shortly after the call.

About NorthWestern Energy

NorthWestern Energy is one of the largest providers of electricity and natural gas in the Upper Midwest and Northwest, serving approximately 668,300 customers in Montana, South Dakota and Nebraska.  More information on NorthWestern Energy is available on the Company's Web site at www.northwesternenergy.com.

SPECIAL NOTE REGARDING FORWARD—LOOKING STATEMENTS

This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including, without limitation, the information under “2012 Earnings Outlook”.  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.”  These statements are based upon our current expectations and speak only as of the date hereof.  Our actual future business and financial performance may differ materially and adversely from those expressed in any forward-looking statements as a result of various factors and uncertainties, including, but not limited to:

·   potential adverse federal, state, or local legislation or regulation or adverse determinations by regulators could have a material effect on our liquidity, results of operations and financial condition;

·   we have capitalized approximately $22.3 million in preliminary survey and investigative costs related to our proposed Mountain States Transmission Intertie (MSTI) transmission project.  If our efforts to complete MSTI are not successful, we may have to write-off all or a portion these costs, which could have a material effect on our results of operations;

·   changes in availability of trade credit, creditworthiness of counterparties, usage, commodity prices, fuel supply costs or availability due to higher demand, shortages, weather conditions, transportation problems or other developments, may reduce revenues or may increase operating costs, each of which could adversely affect our liquidity and results of operations;

·   unscheduled generation outages or forced reductions in output, maintenance or repairs, which may reduce revenues and increase cost of sales or may require additional capital expenditures or other increased operating costs; and

·   adverse changes in general economic and competitive conditions in the U.S. financial markets and in our service territories.

Our Annual Report on Form 10-K, recent and forthcoming Quarterly Reports on Form 10-Q, recent Current Reports on Form 8-K and other Securities and Exchange Commission filings discuss some of the important risk factors that may affect our business, results of operations and financial condition. 

We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

# # #

NorthWestern Reports First Quarter 2012 Financial Results

April 25, 2012

Page 7

 NORTHWESTERN CORPORATION

CONSOLIDATED BALANCE SHEETS

(in thousands)

		March 31, 2012		December 31, 2011
		(unaudited)
ASSETS
Current Assets	$	263,856	$	290,199
Property, Plant, and Equipment, Net		2,230,788		2,213,267
Goodwill		355,128		355,128
Regulatory Assets		321,448		308,804
Other Noncurrent Assets		46,151		43,040
Total Assets	$	3,217,371	$	3,210,438
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Maturities of Long-term Debt and Capital Leases	$	1,538	$	5,162
Commercial Paper		112,978		166,943
Current Liabilities		300,721		303,858
Long-term Capital Leases		32,784		32,918
Long-term Debt		905,055		905,049
Noncurrent Regulatory Liabilities		270,594		265,987
Deferred Income Taxes		320,698		282,406
Other Noncurrent Liabilities		393,301		389,012
Total Liabilities		2,337,669		2,351,326
Total Shareholders’ Equity		879,702		859,112
Total Liabilities and Shareholders’ Equity	$	3,217,371	$	3,210,438

NORTHWESTERN CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	Three Months Ended March 31,
	2012			2011
Operating Activities
Net income	$	32,043		$	32,575
Non-cash items	46,807			45,608
Changes in operating assets and liabilities	41,075			43,897
Cash Provided by Operating Activities	119,925			122,080
Cash Used in Investing Activities	(47,027		)	(37,580		)
Cash Used In Financing Activities	(71,034		)	(83,554		)
Net Increase in Cash and Cash Equivalents	$	1,864		$	946
Cash and Cash Equivalents, beginning of period	$	5,928		$	6,234
Cash and Cash Equivalents, end of period	$	7,792		$	7,180

NorthWestern Reports First Quarter 2012 Financial Results

April 25, 2012

Page 8

NORTHWESTERN CORPORATION

REGULATED ELECTRIC SEGMENT

(Unaudited)

	Results
	2012		2011		Change			% Change
	(dollars in millions)
Retail revenue	$	192.0	$	196.2	$	(4.2	)	(2.1	)%
Transmission	11.1		10.9		0.2			1.8
Wholesale	0.9		0.3		0.6			200.0
Regulatory amortization and other	3.1		1.2		1.9			158.3
Total Revenues	207.1		208.6		(1.5		)	(0.7	)
Total Cost of Sales	83.0		84.4		(1.4		)	(1.7	)
Gross Margin	$	124.1	$	124.2	$	(0.1	)	(0.1	)%

	Revenues				Megawatt Hours (MWH)		Avg. Customer Counts
	2012		2011		2012	2011	2012	2011
	(in thousands)
Retail Electric
Montana	$	72,137	$	75,663	671	731	274,164	272,526
South Dakota	12,986		13,393		160	179	48,840	48,705
Residential	85,123		89,056		831	910	323,004	321,231
Montana	75,696		77,133		794	820	62,010	61,459
South Dakota	16,916		16,309		235	238	11,954	11,789
Commercial	92,612		93,442		1,029	1,058	73,964	73,248
Industrial	9,637		9,183		730	692	73	72
Other	4,581		4,520		23	24	4,511	4,620
Total Retail Electric	$	191,953	$	196,201	2,613	2,684	401,552	399,171
Total Wholesale Electric	$	869	$	309	53	31	—	—

	Degree Days			2012 as compared with:
Heating Degree-Days	2012	2011	Historic Average	2011	Historic Average
Montana	3,039	3,490	3,319	13% warmer	8% warmer
South Dakota	3,417	4,569	4,103	25% warmer	17% warmer

NorthWestern Reports First Quarter 2012 Financial Results

April 25, 2012

Page 9

NORTHWESTERN CORPORATION

REGULATED NATURAL GAS SEGMENT

(Unaudited)

	Results
	2012		2011		Change			% Change
	(dollars in millions)
Retail revenue	$	95.6	$	121.0	$	(25.4	)	(21.0	)%
Wholesale and other	6.1		8.2		(2.1		)	(25.6	)
Total Revenues	101.7		129.2		(27.5		)	(21.3	)
Total Cost of Sales	55.4		77.6		(22.2		)	(28.6	)
Gross Margin	$	46.3	$	51.6	$	(5.3	)	(10.3	)%

	Revenues				Dekatherms (Dkt)		Customer Counts
	2012		2011		2012	2011	2012	2011
	(in thousands)
Retail Gas
Montana	$	41,839	$	51,100	4,983	5,638	159,886	159,029
South Dakota	10,363		13,306		1,256	1,599	38,098	37,712
Nebraska	9,421		11,486		1,141	1,382	36,918	36,949
Residential	61,623		75,892		7,380	8,619	234,902	233,690
Montana	21,050		26,438		2,524	2,915	22,427	22,273
South Dakota	6,653		9,302		1,051	1,332	6,001	5,954
Nebraska	5,415		8,242		829	1,287	4,639	4,636
Commercial	33,118		43,982		4,404	5,534	33,067	32,863
Industrial	443		691		54	78	277	282
Other	395		449		53	58	150	145
Total Retail Gas	$	95,579	$	121,014	11,891	14,289	268,396	266,980

	Degree Days			2012 as compared with:
Heating Degree-Days	2012	2011	Historic Average	2011	Historic Average
Montana	3,039	3,490	3,319	13% warmer	8% warmer
South Dakota	3,417	4,569	4,103	25% warmer	17% warmer
Nebraska	2,949	3,573	3,410	17% warmer	14% warmer

NorthWestern Reports First Quarter 2012 Financial Results

April 25, 2012

Page 10

NORTHWESTERN CORPORATION

FIRST QUARTER SEGMENT RESULTS

(Unaudited)

(in thousands)

Three Months Ended
March 31, 2012	Electric			Gas			Other			Eliminations		Total
Operating revenues	$	207,055		$	101,746		$	299		$	—	$	309,100
Cost of sales	82,979			55,417			—			—		138,396
Gross margin	124,076			46,329			299			—		170,704
Operating, general and administrative	45,357			19,288			928			—		65,573
Property and other taxes	17,538			6,124			3			—		23,665
Depreciation	21,569			4,856			8			—		26,433
Operating income (loss)	39,612			16,061			(640		)	—		55,033
Interest expense	(13,667		)	(2,067		)	(228		)	—		(15,962		)
Other income	612			345			27			—		984
Income tax expense	(3,174		)	(3,590		)	(1,248		)	—		(8,012		)
Net income (loss)	$	23,383		$	10,749		$	(2,089	)	$	—	$	32,043

Three Months Ended
March 31, 2011	Electric			Gas			Other			Eliminations		Total
Operating revenues	$	208,622		$	129,212		$	426		$	—	$	338,260
Cost of sales	84,446			77,625			—			—		162,071
Gross margin	124,176			51,587			426			—		176,189
Operating, general and administrative	45,286			21,448			649			—		67,383
Property and other taxes	18,741			6,652			3			—		25,396
Depreciation	20,354			4,953			8			—		25,315
Operating income (loss)	39,795			18,534			(234		)	—		58,095
Interest expense	(13,527		)	(2,665		)	(955		)	—		(17,147		)
Other income	615			164			26			—		805
Income tax expense	(3,921		)	(4,570		)	(687		)	—		(9,178		)
Net income (loss)	22,962			11,463			(1,850		)	—		32,575

EX-99.2

Annual Shareholders MeetingButte, Montana April 25, 2012

2

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.

2

3

Who we areFinancial update
Investment opportunity
outlook

Outline

4

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)

Great wind profile

Low unemployment rates

ðA fully-regulated utility located in states

with relatively stable economies with

opportunity for system investment and

grid expansion

6

7

With competitive customer rates

Typical
Customer
bills

8

One hundred years later….

After a
hundred
years,
electricity

is still a
great
value

9

Who we areFinancial updateInvestment opportunity
outlook

Outline

10

A strong credit profile

ðLong-term targeted total debt to
capitalization of 50-55% with a current
capitalization of 55.6%(1)

ðTotal liquidity of $136 million as of Dec 

 31, ’11

ðRefinanced nearly all debt in the last 2 years

–Lowered average coupon on long-term

  debt by 1.2% and extended maturities

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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;

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8.1%Cash From
Operations

6.5% Dividend Growth

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A history of earnings and dividend growth

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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%

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Who we areFinancial updateInvestment opportunity
outlook

Outline

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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

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

Changed to Green withMPSC pre-approval
granted Feb ‘12

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Questions?

Thank you from all of us at NorthWestern Energy.