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): December 12, 2016

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 7.01Regulation FD Disclosure.

On December 12 and 13, 2016, Brian Bird, vice president and chief financial officer, and Travis Meyer, director - investor relations and corporate planning, of NorthWestern Corporation d/b/a NorthWestern Energy (NYSE: NWE) (the “Company”), will be in New York and Boston conducting one-on-one meetings with analysts, investors, and other third parties. During these meetings, they will be providing certain information concerning the Company in a slide presentation and will be reaffirming that the Company's updated earnings guidance for 2016 is in the range of $3.20 to $3.35 per diluted share and providing preliminary earnings guidance for 2017 to be in the range of $3.30 to $3.50per diluted 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 December 12, 2016

* 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: December 12, 2016

Index to Exhibits

EXHIBIT NO.	DESCRIPTION OF DOCUMENT
99.1*	Slide presentation dated December 12, 2016

* filed herewith

EX-99.1

Madison River at Three Forks, MT 8-K December 12, 2016 Investor Update December 2016

2 Forward Looking Statements 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 most recent Form 10-K and 10-Q along with other public filings with the SEC. Company Information NorthWestern Corporation dba: NorthWestern Energy www.northwesternenergy.com Corporate Support Office 3010 West 69th Street Sioux Falls, SD 57106 (605) 978-2900 Montana Operational Support Office 11 East Park Butte, MT 59701 (406) 497-1000 SD/NE Operational Support Office 600 Market Street West Huron, SD 57350 (605) 353-7478 Director of Investor Relations Travis Meyer 605-978-2945 travis.meyer@northwestern.com

NWE: An Investment for the Long Term 3 • 100% Regulated electric & natural gas utility business • 100 year history of competitive customer rates, system reliability and customer satisfaction • Solid economic indicators in service territory • A diverse electric supply portfolio that is approximately 54% hydro and wind (combined MT & SD) • Customer service satisfaction scores above the JD Power survey average • Residential electric and natural gas rates below the national average • Solid system reliability (EEI 2nd quartile) • Low leaks per 100 miles of pipe (AGA 1st quartile) • Named a “Utility Customer Champion” by Cogent Reports (top trusted utility brand in the West region) • Consistent track record of earnings and dividend growth • Strong cash flows aided by net operating loss carry-forwards • Strong balance sheet and solid investment grade credit ratings • Recent hydro & wind transactions increase rate base & provide energy supply stability • Disciplined maintenance capital investment program • Reintegrating energy supply portfolio • Significant future investment in a comprehensive transmission, distribution, and substation infrastructure project to address asset lives, safety, capacity and grid modernization Pure Electric & Gas Utility Solid Utility Foundation Strong Earnings & Cash Flows Attractive Future Growth Prospects (NYSE Ethics) Best Practices Corporate Governance

About NorthWestern 4 Montana Operations Electric 359,000 customers 24,350 miles – transmission & distribution lines 851 MW nameplate owned power generation Natural Gas 191,500 customers 7,200 miles of transmission and distribution pipeline 18 Bcf of gas storage capacity Owns 66 Bcf of proven natural gas reserves South Dakota Operations Electric 62,800 customers 3,550 miles – transmission & distribution lines 440 MW nameplate owned power generation Natural Gas 45,700 customers 1,625 miles of transmission and distribution pipeline Nebraska Operations Natural Gas 42,000 customers 750 miles of distribution pipeline Beethoven

A Diversified Electric and Gas Utility 5 Gross Margin in 2015: Electric: $663M Natural Gas: $178M Gross Margin in 2015: Montana: $729M South Dakota: $102M Nebraska: $ 10M Average Customers in 2015: Residential: 579k Commercial: 111k Industrial: 7k NorthWestern’s ‘80/20’ rules: Approximately 80% Electric, 80% Residential and 80% Montana jurisdictional Above data reflects full year 2015 results. Jurisdiction and service type based upon gross margin contribution. See “Non-GAAP Financial Measures” slide in appendix for Gross Margin reconciliation.

NorthWestern Energy Profile 6 Financial and Company Statistics

Solid Economic Indicators 7 • Unemployment rates in all three of our states are meaningfully below National Average. • Customer growth rates historically exceed National Averages. Source: NorthWestern customer growth - 2008-2015 Forms 10-K Unemployment Rate: US Department of Labor via SNL Database 2/19/16 Electric: EEI Statistical Yearbook (published December 2014, table 7.2) Natural Gas: EIA.gov (Data table "Number of Natural Gas Consumers")

Strong Utility Foundation 8 Electric source: Edison Electric Institute Typical Bills and Average Rates Report, 1/1/16 Natural gas source: US EIA - Monthly residential supply and delivery rates as of 1/29/16  Customer service satisfaction scores in line or better than survey average (JD Powers)  Residential electric and natural gas rates below national average  Solid electric system reliability and low gas leaks per mile System Average Interruption Duration Index (SAIDI) NWE versus EEI System Reliability Quartiles

2016 Earnings Guidance 9 NorthWestern reaffirms our full-year 2016 adjusted (Non-GAAP) guidance range of $3.20 - $3.35 per diluted share, based upon, but not limited to, the following major assumptions and expectations: • Normal weather in our electric and natural gas service territories; • A consolidated non-GAAP income tax rate of approximately 6% - 10% of pre-tax income (as compared to (3)% - 1% of GAAP; and • Diluted average shares outstanding of approximately 48.5 million. Continued investment in our system to serve our customers and communities is expected to provide a targeted 7-10% total return to our investors through a combination of earnings growth and dividend yield. See “Non-GAAP Financial Measures” slide in appendix for “Non-GAAP “Adjusted EPS”. $2.60 - $2.75 $3.20-$3.35

Investment for Our Customers’ Benefit 10 Over the past 7 years we have been reintegrating our Montana energy supply portfolio and making additional investments across our entire service territory to enhance system safety, reliability and capacity. We have made these enhancements with minimal impact to customers’ bills and lower than the US average bills, while delivering solid earnings growth for our investors. 2008-2015 CAGRs Estimated Rate Base: 16.9% GAAP Diluted EPS: 8.6% NWE typical electric bill: 1.5% NWE typical natural gas bill: (6.9%) US average electric bill: 2.2% US avg. natural gas bill *** (4.1%)

Track Record of Delivering Results 11 Notes: - ROE in 2011, 2012 , 2013, 2014 & 2015 on a Non-GAAP Adjusted basis, would be 10.5%, 9.8%, 9.6% ,9.4% & 9.9% respectively. - 2016 ROAE and 2016 Dividend payout ratio estimate based on midpoint of our updated guidance range of $3.20-$3.35. - Details regarding Non-GAAP Adjusted EPS can be found in the “Adjusted EPS Schedule” page of the appendix Return on Equity within 9.5% - 11.0% band over the last 5 years. Annual dividend increases since emergence in 2004. 5 Year (2011-2015) Avg. Return on Equity: 10.4% 5 Year (2011-2015) CAGR Dividend Growth: 7.5% Current Dividend Yield Approximately 3.5%

Total Shareholder Return 12 • 13 member peer group: ALE (Allete), AVA (Avista), BKH (Black Hills), EE (El Paso Electric), GXP (Great Plains), IDA (IDA Corp), MGEE (Madison Gas & Electric), OGE (OGE Energy), OTTR (Otter Tail Power), PNM (PNM Resources), POR (Portland Electric),, VVC (Vectren), WR (Westar)

While maintenance capex and total dividend payments have continued to grow since 2011 (16.6% and 14.8% CAGR respectively), Cash Flow from Operations has continued to outpace maintenance capex and averaged approximately $38 million of positive Free Cash Flow per year. With the addition of production tax credits from the Beethoven Wind project and continued flow-through tax benefits, we anticipate our effective tax rate rising into the low-twenties by 2020. Additionally, we expect NOLs to be available into 2020 to reduce cash taxes. Strong Cash Flows 13 (1) See “Non-GAAP Financial Measure” slide in appendix for Free Cash Flows reconciliation. Components of Free Cash Flow This expected tax rate and the expected availability of NOLs are subject to significant business, economic, regulatory and competitive uncertainties and contingencies, many of which are beyond the control of the Company and its management, and are based upon assumptions with respect to future decisions, which are subject to change. Actual results will vary and those variations may be material. For discussion of some of the important factors that could cause these variations, please consult the “Risk Factors” section of the preliminary prospectus. Nothing in this presentation should be regarded as a representation by any person that these objectives will be achieved and the Company undertakes no duty to update its objectives. (2) Net Operating Loss (NOL) Carryforward Balance (2) (1)

Balance Sheet Strength and Liquidity 14

2016 to 2017 EPS & Dividend Bridge Preliminary 2017 ESTIMATES Basic assumptions include, but are not limited to: • Normal weather in our electric and natural gas service territories; • A consolidated effective income tax rate of approximately 7% - 11% of pre-tax income; and • Diluted average shares outstanding of approximately 48.5 million. 15 * 2017 earnings drivers shown above are calculated using a 38.5% effective tax rate. The “Incremental tax benefits” as shown above are primarily due to potential for increased repairs tax deductions on maintenance capital spending in 2017.

16 Regulatory Update Regulatory Item Current / Anticipated Action FERC / DGGS: April 2014 order regarding cost allocation at DGGS between retail and wholesale customers. FERC denied our request for rehearing and required us to make refunds. Refunds were made in June 2016. Also in June 2016, we filed a petition for review with the US Circuit Court of Appeals for the District of Columbia Circuit. Briefing schedule has been established with final briefs due by the end of the first quarter 2017. We do not expect a decision until the second half of 2017, at the earliest. LRAM: MPSC October 2015 Order eliminating the lost revenue adjustment mechanism. Future rate filings will set rates to recover test-year costs and return. We are evaluating other revenue based regulatory mechanisms, such as decoupling, for example, that could be pursued to address these kinds of revenue losses and others, going forward. The MPSC held a workshop focused on decoupling on October 28th. Natural Gas: MPSC October 2015 natural gas tracker order revising interim rates our last two gas production asset acquisitions and requiring a filing prior to October 2016 to place them into rate base. In conjunction with the filing required for our natural gas production assets in Montana, we submitted a natural gas distribution, transmission and storage rate filing based on a 2015 test year in September 2016 requesting approximately $10.9 million annual increase to revenue and 7.33% return on $432.1 million of rate base. We are currently in the discovery process. A procedural schedule has not been established. Rate Filings: Annual “First Look” process to evaluate need for rate filings in each of our jurisdictions based on a 2015 test year. Colstrip: In May 2016, the MPSC issued a final order disallowing recovery of replacement power and portfolio modeling costs included in the electric supply tracker related to a 2013 outage at Colstrip Unit 4. Appeals have been filed in two Montana district courts regarding disallowance: June ‘16 regarding portfolio modeling costs in the 2015 Tracker (Lewis & Clark County) and September ‘16 regarding replacement power and modeling costs in the Consolidated Docket (Yellowstone County). We believe we are likely to receive orders from the courts in these matters within 9-20 months of filing. Hydro Compliance Filing: In December 2015, we filed, with the MPSC, a hydro compliance filing to remove Kerr Project costs, adjust for actual revenue credits and increase property taxes to reflect actual amounts. In January ‘16, the MPSC approved an interim adjustment and opened a separate contested docket requesting additional detail. A hearing was held in September 2016. The only contested issue at the hearing was the level of A&G expenses that should be deducted due to the transfer of the Kerr Project. During a public work session on November 29th, the commission directed staff to prepare an order that would reduce A&G expense collected through the revenue requirement by approximately $1.1 million annually. We anticipate a final order in the next 60 days.

Montana Natural Gas Rate Filing 17 Montana PSC Docket D2016.9.68 In September 2016, we filed a request with MPSC for an annual revenue increase of $10.9 million. This increase is primarily due to investments made to our gas infrastructure and natural gas reserves since 2012. The $10.9 million increase will represent a 6.77% increase* in monthly bills for a typical residential customer using 100 therms per month. * Increase over September 2016 bill. NWE 100 Therm bill with proposed rates:

18 Highly Renewable Supply Portfolio Based upon 2015 delivered electric portfolio, approximately 54% of our total company owned and contracted supply is renewable or supports renewables. * Wind Owned delivered in 2015 includes a partial year of production from the Beethoven wind farm, which was acquired on September 25, 2015.

Infrastructure Projects 19 • In Montana, our Distribution System Infrastructure Project (DSIP) and Transmission System Infrastructure Project (TSIP), both of which are currently in process, are to maintain a safe and reliable electric and natural gas distribution and transmission system. – The primary goals: – arrest and/or reverse the trend in aging infrastructure; – maintain/improve reliability and safety; – build capacity into the system; and – prepare our network for the adoption of new technologies. – Capital Investment – DSIP: approximately $360 million ($185 million spent through 2015) of capital investment into the multiyear project through 2020. – TSIP: approximately $188 million ($4 million spend through 2015) projected through 2020.

Capital Spending Forecast 20 Estimated capital spending of $1.66 billion over the next 5 years, including approximately $187 million to meet a shortfall in dispatchable generation capacity in Montana and South Dakota. We anticipate issuing a request for proposal (RFP) in Montana during the first quarter 2017 to evaluate third party alternatives, which may include long-term purchase power agreements or build-transfer options. Spending on any capacity resources will be subject to the development of a plan for clear regulatory recovery. Additional information is available in our 2015 Montana and 2014 South Dakota Electric Resource Supply Plans. We anticipate funding the capital projects with a combination of cash flows, aided by NOLs anticipated to be available into 2020, and long-term debt. If other opportunities arise that are not in the above projections (natural gas reserves, hydro expansion, acquisitions, etc.), new equity funding may be necessary. (This plan is subject to change, including levelizing the capital spending over the next five years.)

Owned Owned Target Total Annual Need Natural Gas Reserves Opportunity 21 As we continue to add to our natural gas reserves portfolio, we anticipate a reduction in supply cost volatility for our customers. As a result of the October 2015 natural gas tracker order, we are required to make a filing prior to September 2016 to include our last two acquisitions (NFR and Devon) into rate base. First ~6 Bcf annual production acquired for ~$100M Remaining 6-7 Bcf annual production needed to meet target. Estimated cost of $50M to $100M We continue to pursue opportunities to secure low cost gas reserves for our customers. • Three acquisitions totaling approximately $100 million since September 2010: • 84.6 Bcf of natural gas reserves and associated gathering systems along with 82 miles of transmission. • Provides approximately 5.3 Bcf of annual production. • Target to own 50% of our 25 Bcf total annual need • Retail customers (20 Bcf) • DGGS & Basin Creek generation facilities (5 Bcf) • Current gas prices are very attractive for buyers but it is difficult to find sellers willing to transact at these low rates.

Montana 2015 Electric Supply Resource Plan 22 The resource initiatives and actions developed in 2015 Electricity Supply Resource Procurement Plan identify the critical future needs of our portfolio, including solutions to resolve our current negative planning reserve margin. The plan identifies how to co- optimize hydro, wind and thermal resources to best meet the anticipated large capacity needs with the least-cost, lowest-risk resources. A baseline life extension analysis indicates potential for 86 MW of hydro capacity additions. These additions are not included in the current plan but will continue to be evaluated for cost effectiveness. The Montana Public Service Commission doesn’t approve or reject plan, but will issue their own comments. Timeline yet to be determined. Spending on the generation assets will be subject to the development of a plan for clear regulatory recovery. Source: Company’s IRP or other publications

Montana 2015 Electric Supply Resource Plan 23 Spending on the generation assets will be subject to the development of a plan for clear regulatory recovery. * Assumes no retirements and no additions. ** Montana supply plan would add 689MW of capacity and require approximately $1.3 billion of investment through 2029. Current Capacity* Economically Optimal Portfolio**

Conclusion 24 Pure Electric and Gas Utility Solid Utility Foundation Strong Earnings and Cash Flows Attractive Future Growth Prospects Best Practices Corporate Governance

25

Summary Financial Results (Third Quarter) 26

27 Gross Margin (Third Quarter) (dollars in millions) Three Months Ended September 30, 2016 2015 Variance Electric $ 176.9 $ 172.3 $ 4.6 2.7% Natural Gas 27.9 26.8 1.1 4.1% Gross Margin $ 204.8 $ 199.1 $ 5.7 2.9% Increase in gross margin due to the following factors: $ 9.2 South Dakota electric rate increase (includes Beethoven wind project) 1.4 Natural gas retail volumes (1.8) Lost revenue adjustment mechanism (0.4) Electric retail volumes (0.4) Electric transmission (0.2) Natural gas production (0.3) Other $ 7.5 Change in Gross Margin Impacting Net Income $ (4.3) Hydro operations (Kerr conveyance) (2.1) Production tax credits flowed-through trackers (0.1) Natural gas production gathering fees 4.7 Property taxes recovered in trackers $ (1.8) Change in Gross Margin Offset Within Net Income $ 5.7 Increase in Consolidated Gross Margin

Weather (Third Quarter) 28 Average Temperature Ranks (last 122 years) Mean Temperature from Normal While near normal for the quarter, cooler than normal late summer weather in Montana had an unfavorable impact, primarily to our electric volumes.

Operating Expenses (Third Quarter) 29 Decrease in operating expenses due mainly to the following factors: $11.0 million decrease in OG&A $ (4.0) Hydro operations (Kerr Conveyance) $ (2.9) Non-employee directors deferred compensation $ (1.7) Distribution System Infrastructure Project (DSIP) expenses $ (1.5) Employee benefits $ (0.1) Natural gas production gathering expense $ 1.0 Bad debt expense $ (1.8) Other, including cost control measures $5.0 million increase in property and other taxes due primarily to plant additions and higher estimated property valuations in Montana, offset in part by a $0.3 million decrease from the conveyance of the Kerr project to the CSKT in September 2015. $4.1 million increase in depreciation and depletion expense primarily due to plant additions, including approximately $1.4 million of depreciation associated with the Beethoven wind project acquisition. Three Months Ended September 30, 2016 2015 Variance Operating, general & admin. $ 68.3 $ 79.3 $ (11.0) (13.9%) Property and other taxes 40.7 35.7 5.0 14.0% Depreciation and depletion 39.8 35.7 4.1 11.5% Operating Expenses $ 148.8 $ 150.7 $ (1.9) (1.3%)

Operating to Net Income (Third Quarter) 30 $1.0 million decrease in interest expense was primarily due to debt refinancing transactions partially offset by lower capitalization of allowance for funds used during construction (AFUDC) and increased debt outstanding associated with the Beethoven wind project acquisition. $3.9 million decrease in other income due primarily to a $2.9 million decrease in the value of deferred shares held in trust for non-employee directors deferred compensation (which had a corresponding decrease to operating, general and administrative expenses) and lower capitalization of AFUDC. $16.1 million decrease in income tax expense due primarily to a tax accounting method change related to costs to repair generation property and higher production tax credits associated with the Beethoven wind project. These reductions were partially offset by higher pre-tax income. Three Months Ended September 30, 2016 2015 Variance Operating Income $ 56.1 $ 48.5 $ 7.6 15.7% Interest Expense (21.0) (22.0) 1.0 (4.5%) Other (Loss)/Income (0.1) 3.8 (3.9) (102.6%) Income Before Taxes 34.9 30.2 4.7 15.6% Income Tax Benefit/(Expense) 9.7 (6.4) 16.1 (251.6%) Net Income $ 44.6 $ 23.8 $ 20.8 87.4%

Balance Sheet 31

Cash Flow 32 The $46.5 million decrease in operating cash flows is primarily due to refunds associated with the DGGS FERC ruling and the South Dakota electric rate case of approximately $30.8 million and $7.2 million, respectively, to customers during the first nine months of 2016. * DGGS refund of $30.8 million includes $27.3 million of deferred revenues plus accrued interest of $3.5 million.

Income Tax Reconciliation (Third Quarter) 33 The $16.1 million improvement in income taxes is primarily driven by additional flow- through repairs deductions, as a result of a tax accounting method change with the IRS related to costs to repair generation property, and higher production tax credits. These reductions to taxes were partially offset by higher pre-tax income this quarter compared to the same period in 2015.

Adjusted Earnings (Third Quarter ‘16 vs ’15) 34 The non-GAAP measures presented in the table above are being shown to reflect significant items that were not contemplated in our original guidance, however they should not be considered a substitute for financial results and measures determined or calculated in accordance with GAAP.

Summary Financial Results (YTD thru Qtr 3) 35

Weather (YTD thru Qtr 3) 36 Northwestern’s service territory is much more impacted by variances to Heating Degree Days (HDD) than Cooling Degree Days (CDD) (i.e. approximately 16x more HDD’s than CDD’s in Montana). All three of our jurisdictions have experienced 10- 13% fewer HDD’s in 2016 than normal.

Non-GAAP Adjusted Earnings (‘16 vs ’15) 37 The non-GAAP measures presented in the table above are being shown to reflect significant items that were not contemplated in our original guidance, however they should not be considered a substitute for financial results and measures determined or calculated in accordance with GAAP.

Non-GAAP Adjusted EPS 38 The non-GAAP measures presented in the table above are being shown to reflect significant items that were not contemplated in our original guidance, however they should not be considered a substitute for financial results and measures determined or calculated in accordance with GAAP.

39 2015 to 2016 Reconciliation (3rd Quarter & YTD) (1) Income Tax Benefit (Expense) calculation on reconciling items assumes normal effective tax rate of 38.5% (2) These items have offsets in operating expenses or income tax expenses that result in no impact to net income.

Owned Energy Supply Transmission Distribution Electric (MW) MT SD Total 2015 Tx for Others MT SD Total Demand MT SD / NE Total Base load coal 222 210 432 Electric (GWh) 11,300 100 11,400 Daily MWs 750 187 937 Wind 40 80 120 Natural Gas (Bcf) 22.5 29.5 52.0 Peak MWs 1,790 306 2,096 Hydro 442 - 442 Annual GWhs 6,400 1,640 8,040 Other resources 150 150 300 Annual Bcf 18.5 9.5 28.0 854 440 1,294 System (miles) MT SD Total Electric 6,700 1,350 8,050 Customers MT SD / NE Total Natural Gas (Bcf) MT SD Total Natural gas 2,100 55 2,155 Electric 359,000 62,800 421,800 Proven reserves 65.9 - 65.9 8,800 1,405 10,205 Natural gas 191,500 87,700 279,200 Annual production 5.3 - 5.3 550,500 150,500 701,000 Storage 17.8 - 17.8 System (miles) MT SD / NE Total Electric 17,650 2,200 19,850 Natural gas 5,100 2,375 7,475 22,750 4,575 27,325 2015 System Statistics 40 Note: Statistics above are as of 12/31/2015 (1) Includes additional 3 MW for Ryan dam expansion (2) Nebraska is a natural gas only jurisdiction (2) (1)

Experienced & Engaged Board of Directors 41 Dr. E. Linn Draper Jr. • Chairman of the Board • Independent • Director since November 1, 2004 Stephan P. Adik • Committees: Audit (chair), Human Resources • Independent • Director since November 1, 2004 Dorothy M. Bradley • Committees: Human Resources, Governance and Innovation • Independent • Director since April 22, 2009 Julia L. Johnson • Committees: Governance and Innovation, Human Resources • Independent • Director since November 1, 2004 Robert C. Rowe • Committees: None • CEO and President • Director since August 13, 2008 Tony Clark • Committees: Governance and Innovation • Independent • Director since December 6, 2016 Dana J. Dykhouse • Committees: Human Resources (chair), Audit • Independent • Director since January 30, 2009 Jan R. Horsfall • Committees: Audit, Governance and Innovation • Independent • Director since April 23, 2015

Strong Executive Team 42 Robert C. Rowe • President and Chief Executive Officer • Current position since 2008 Brian B. Bird • Vice President and Chief Financial Officer • Current position since 2003 Michael R. Cashell • Vice President - Transmission • Current Position since 2011 Patrick R. Corcoran • Vice President – Government and Regulatory Affairs • Current position since 2001 Heather H. Grahame • Vice President and General Counsel • Current position since 2010 John D. Hines • Vice President - Supply • Current Position since 2011 Crystal D. Lail • Vice President and Controller • Current position since 2015 Curtis T. Pohl • Vice President - Distribution • Current position since 2003 Bobbi L. Schroeppel • Vice President – Customer Care, Communications and Human Resources • Current Position since 2002

Our Commissioners 43 Name Party Began Serving Term Ends Kirk Bushman R Jan-13 Jan-17 Travis Kavulla R Jan-11 Jan-19 Roger Koopman R Jan-13 Jan-17 Brad Johnson (Chairman) R Jan-15 Jan-19 Bob Lake R Jan-13 Jan-17 Commissioners are elected in statewide elections from each of five districts. Chairperson is elected by fellow Commissioners. Commissioner term is 4 years, Chairperson term is 2 years. Montana Public Service Commission Name Party Began Serving Term Ends Kristie Fiegen R Aug-11 Jan-19 Gary Hanson R Jan-03 Jan-21 Chris Nelson (Chairman) R Jan-11 Jan-17 Commissioners are elected in statewide elections. Chairperson is elected by fellow Commissioners. Commissioner term is 6 years, Chairperson term is 1 year. South Dakota Public Utilities Commission Name Pa ty Began Serving Term Ends Cyrstal Rh ades D Jan-15 Jan-21 Rod Johnson R Jan-93 Jan-17 Frank Landis Jr. (Chairman) R Jan-89 Jan-19 Tim Schram R Jan-07 Jan-19 Gerald Vap R Aug-01 Jan-17 Commissioners are elected in statewide elections. Chairperson is elected by fellow Commissioners. Commissioner term is 6 years, Chairperson term is 1 year. Nebraska Public Service Commission 2016 Election Results MT – R. Koopman & B. Lake re-elected and Tony O’Donnell (R) elected unopposed (beat K. Bushman in primary) SD – C. Nelson re-elected NE – R. Johnston re-elected and Mary Ridder (R) elected unopposed (beat J. Vap in primary)

The Hydro Facilities 44 Overview of Hydro Facilities Black Eagle Hydro Asset Integration • Montana Asset Optimization Study: As part of reintegrating the hydro facilities into our generation portfolio, we initiated an asset optimization study to maximize the value of our diverse generation portfolio. The study was recently completed and we are in the process of implementing new operating procedures that we anticipate will reduce both operating cost and market risk. Kerr Dam Conveyance / Hydro Compliance Filing • In accordance with the 1985 FERC relicensing, the facility was conveyed to the Confederated Salish and Kootenai Tribes (CSKT) on September 5, 2015. • As required by the MPSC order approving the hydro transaction, we filed a compliance filing in December 2015 to remove the Kerr project from the hydros cost of service and to adjust for actual revenue credits and property taxes. In January ‘16, the MPSC approved an interim adjustment and opened a separate contested docket requesting additional detail. A hearing was held in September 2016. The only contested issue at the hearing was the level of administrative & general expenses that should be deducted due to the transfer of the Kerr Project. We expect a final order during the fourth quarter of 2016. (1) As of June 2013. Despite the 2015 drought conditions in western Montana, the hydro assets generated at targeted capacity (5 year historical average). Talen Energy’s recently announced sale of 292 MW of hydro generation for $860 million (or $2,945 per KW) to Brookfield Renewables is significantly higher cost (49%) than the 439 MW of hydro generation we purchased for $870 million (or $1,982 per KW).

45 South Dakota Electric Operations The owned and rate-based cost of energy from the Beethoven wind project over the next 20 years is expected to be $44 million ($25 million net present value) less than the PPA alternative, thus benefitting our customers’ bills over the long-term. Beethoven Wind Project: In September 2015, we completed the purchase of the 80 MW Beethoven wind project, near Tripp, South Dakota for approximately $143 million from BayWa r.e. Wind LLC. The SDPUC granted approval of our request on placing the assets into rate base using a 3-year levelized rate calculation. We financed the project with $70 million in 25 year bonds at 4.26% and $57 million of equity, issuing 1.1 million shares at $51.81. South Dakota Electric Rate Case: In October 2015, the SDPUC commissioners approved the settlement agreement we reached with the SDPUC staff and intervenors providing for an increase in base rates of approximately $20.2 million based on an overall rate of return of 7.24%. In addition, the settlement would allow us to collect approximately $9.0 million annually related to the Beethoven Wind Project. Source: BayWa r.e. Wind, LLC We anticipate net income to increase by approximately $13.6 million in 2016 as a result of full year impact of the rate adjustment and Beethoven acquisition. SD Electric Transmission: Effective October 1, 2015, we are a transmission owning member of Southwest Power Pool (SPP) for our South Dakota transmission operations. Marketing activities in SPP are handled for us by a third party provider acting as our agent. Upon entering SPP, we exited out of MAPP, which had been our transmission planning region.

EPA’s 2030 carbon target for Montana NWE’s CO2 intensity* decreased by approximately 37% with the addition of the hydro facilities to our Montana generation portfolio. However EPA’s Clean Power Plan targets are statewide and not utility specific targets. * lbs CO2 per MWH produced CO2 Intensity* 37% 46 EOP = Emergency Operations Plan RPS = Renewable Portfolio Standard

47 Colstrip Unit 4 / Sierra Club Litigation Background • On March 6, 2013, the Sierra Club and the Montana Environmental Information Center (MEIC) (both are plaintiffs) filed suit in the United States District Court for the District of Montana (court) against the six individual Owners of the Colstrip Generating Station (Colstrip) • Colstrip consists of four coal fired generating units – units 1 & 2 are older than units 3 & 4. • NWE has a 30% joint interest in unit 4 and a risk sharing agreement with Talen Montana regarding the operation of units 3 & 4, which each party receives 15% of the combined output and respective operating and construction costs. • Original suit was for alleged violations of the Clean Air Act and the Montana State Implementation Plan. Current Results • On July 12, 2016 the parties lodged a consent decree with the Court. • The Court entered the consent decree on September 6, 2016. • Decree provides the following • Dismisses all of the claims against all Colstrip units • Provides no shut down date for Units 3 & 4 • Provides that Units 1 & 2 must be shut down by July 1, 2022 (NWE has no ownership or role in Units 1 & 2 shut down) • Permits parties to petition the Court for costs and attorneys’ fees Up next • The consent decree gave the Plaintiffs and Defendants the right to seek recovery of attorneys’ fees and costs from the other party by filing a motion with the Court by October 6, 2016. All parties (Plaintiffs and Defendants) filed such a motion on a timely basis. We cannot predict an outcome, but we do not anticipate that the outcome will have a significant impact on our results of operations or cash flows.

48 EPA’s Clean Power Plan (CPP) The February 9th Supreme Court 5-4 vote to stay the EPA CPP rules • We will be working with state agencies and other stakeholders to evaluate the implications. • We hope the EPA takes this opportunity to address Montana’s serious concerns with the 47% statewide reduction required in the final rule. If the CPP rules were utility specific, NorthWestern would be in excellent shape…. but emission targets are established at a state level. • NorthWestern’s Montana electric supply portfolio has a low carbon emissions rate, lower than the final 2030 Montana rate mandated by EPA, with nearly 60 percent of the power delivered to NorthWestern’s customers coming from owned or contracted hydro or wind sources. • NorthWestern’s South Dakota electric supply portfolio delivers approximately 28% of its power from owned and contracted wind. Source: www.eenews.net/interactive/clean_power_plan Parallel paths forward • Montana and South Dakota, along with many other states, are participating in legal challenges to the rule. Montana’s 47% emission rate reduction requirement is the highest in the nation. • NorthWestern has filed an administrative Petition for Reconsideration with the EPA. If unsuccessful, we anticipate Montana will file a request for a 2-year extension to meet compliance deadlines. • Although we have filed for reconsideration, we are continuing to evaluate our path forward to comply with the CPP rule. The Montana governor has created a CPP advisory council whose purpose is to gather information and provide the Montana Department of Environmental Quality (MDEQ) recommendations on policies and actions necessary for compliance in Montana. With the Supreme Court decision to Stay the EPA CPP rules, the activities of the advisory council have been placed on hold. We have representation on the council.

DGGS Update – Denied Rehearing Request 49 Note: Please see Regulatory Matters footnote and Risk Factors section of our recent Form 10-K and Form 10-Q for additional disclosures.

Non-GAAP Financial Measures 50 The data presented in this presentation includes financial information prepared in accordance with GAAP, as well as other Non-GAAP financial measures such as Gross Margin (Revenues less Cost of Sales), Free Cash Flows (Cash flows from operations less maintenance capex and dividends) and Net Debt (Total debt less capital leases), that are considered “Non-GAAP financial measures.” Generally, a Non-GAAP financial measure is a numerical measure of a company’s financial performance, financial position or cash flows that exclude (or include) amounts that are included in (or excluded from) the most directly comparable measure calculated and presented in accordance with GAAP. The presentation of Gross Margin, Free Cash Flows and Net Debt is intended to supplement investors’ understanding of our operating performance. Gross Margin is used by us to determine whether we are collecting the appropriate amount of energy costs from customers to allow recovery of operating costs. Net Debt is used by our company to determine whether we are properly levered to our Total Capitalization (Net Debt plus Equity). Our Gross Margin, Free Cash Flows and Net Debt measures may not be comparable to other companies’ similarly labeled measures. Furthermore, these measures are not intended to replace measures as determined in accordance with GAAP as an indicator of operating performance. (in thousands) 2011 2012 2013 2014 2015 Reported GAAP diluted EPS 2.53$ 2.66$ 2.46$ 2.99$ 3.17$ Non-GAAP Adjustments Weather (0.05) 0.14 (0.05) (0.02) 0.17 Rate adjustments - - - - - Insurance recoveries - - - - - Income tax adjustments (0.17) (0.06) - (0.47) - Transmission revenue - low hydro 0.05 - - - - Dispute with former employee 0.05 - - - - DGGS FERC ALJ initial decision (2011 portion) - 0.12 - - - Release of MPSC DGGS deferral - (0.05) - - - DSM Lost Revenue recovery - (0.05) (0.02) - - CELP arbitration decision - (0.79) - - - MSTI Impairment - 0.40 - - - Hydro Transaction costs - - 0.11 0.24 - Hydro operations (Nov. 18, 2014 - Dec. 31, 2014) - - - (0.14) - Hydro equity dilution - - - 0.08 - Remove ben f t of insurance settlement (0.27) QF liability adjustment 0.08 Adjusted Non-GAAP diluted EPS 2.41$ 2.37$ 2.50$ 2.68$ 3.15$ Use of Non-GAAP Financial Measures - Reconcile to Non-GAAP diluted EPS (in millions) Electric Gas Other Total Oper ting Revenues 944.4$ 269.9$ -$ 1,214.3$ Cost of Sales 281.3 91.6 - 372.9 Gro s Margin 663.2$ 178.3$ -$ 841.4$ (in millions) Montana South Dakota Nebraska Total Operating Revenues 985.3$ 195.6$ 33.4$ 1,214.3$ Cost of Sales 256.1 93.9 22.8 372.9 Gross Margin 729.2$ 101.7$ 10.5$ 841.4$ Use of Non-GAAP Financial Measures - Gross Margin for 2015 Use of Non-GAAP Financial Measures - Gross Margin for 2015

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