Good day everyone and welcome to today’s NorthWestern Energy Corporation, First Quarter 2013 Financial Results Conference Call. Today’s conference is being recorded. And at this time, I would like to turn the call over to Mr. Travis Meyer. Please go ahead.

Thank you. Good afternoon and welcome to NorthWestern Corporation’s financial results conference call and webcast for the quarter-ended March 31, 2013. NorthWestern’s results have been released and the release is available on our website at www.northwesternenergy.com. We also filed our 10-Q after the market closed yesterday. Joining us on the call today are Bob Rowe, President and CEO; Brian Bird, Vice President and Chief Financial Officer; Kendall Kliewer, Vice President and Controller; Heather Grahame, Vice President and General Counsel; John Hines, Vice President of Energy Supply and Dan Rausch, Treasurer. This presentation contains forward-looking statements within the meaning of the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are based upon our current expectations and speak only as of this date. Our actual results may differ materially and adversely from those expressed in our forward-looking statements as a result of various factors and uncertainties, including those listed on our Annual Report on Form 10-K, recent and forthcoming 10-Qs, recent Form 8-Ks and other filings with the SEC. We undertake no obligation to revise or publicly update our forward-looking statements for any reason. Following our presentation, those who are joining us by teleconference will be able to ask questions. A replay of today’s call will be available beginning at 05:00 PM Eastern Time today through May, 25, 2013. To access the replay dial 888-203-1112 then access code 2569194. Again, that is 888-203-1112 then access code 2569194. A replay of today’s webcast will also be available on our website. I’ll now turn it over to President and CEO, Bob Rowe.

Thank you, Travis. First, just a word about the new voice at the start of the call; and all of you I know enjoyed working with Dan when he was in that role and he’s stepped into the Treasurer role and I am sure most of you have talked with Travis very well over the years too and we are delighted that he has agreed to step into the Investor Relations role and I am sure you are all looking forward to working even more closely with Travis and we are very pleased with the job he is doing for us in that role as well. So thank you Travis, and Dan and Travis congratulations to both of you. We are very happy with our financial results for the quarter. Our operating income and net income both improved in the first quarter of 2013 as compared to the same period in ’12. There are several drivers behind this that Brian will discuss in more detail in just a minute. However, I would like to cover a few of the highlights for the quarter before handing it over to Brian. On our February call, we informed you that we placed our new Montana wind facility Spion Kop into commercial operations at the end of ’12. That was now more than full quarter of successful operation of the 40 megawatt facility under our belt. We continue to experience a capacity factor in the mid 50s that significantly exceeds our expectations and is really benefiting our Montana electric customers. In South Dakota, we are in the final phases of testing our 60 megawatt natural gas peaking facility located in Aberdeen and as you had hoped for a large project [Speaker] is coming in on time and under budget. We expect to place the…

Thanks Bob. As Bob mentioned, we are very pleased with our financial result this quarter. We reported consolidated net income of $37.9 million or $1.01 per diluted share for the quarter ended March 31, 2013 as compared with net income of $32 million or $0.88 per diluted share for the same quarter in 2012. This was a fairly straight forward quarter with relatively normal weather and no significant items that we would deem one-time in nature. There were three primary drivers that are accounted for our improved performance year-over-year. First higher margins from new gas and electric supply assets, colder weather and stronger electric and gas transmission results. Second, higher operating expenses including DSIP expenses and other expenses that could be expected for growing company including higher supply and production cost, higher property taxes, depreciation and interest expense. As a result, pre-tax income was up $3 million or 7% on a year-over-year basis. And finally the third item, income taxes were approximately $3 million better than the prior year based upon increased repairs deductions and PTCs from the Spion Kop project. As a result, net income was approximately $6 million or 18% better than the same period last year. Recognizing that was a very high level overview, I’ll break the results down a little further for those interested in the details. First of all, gross margin increased by $10.1 million as compared to the first quarter last year. Primary drivers there were an increase in natural gas production margin, primarily due to the acquisition of the Bear Paw assets in the third quarter of 2012; an increase due to the acquisition of Spion Kop wind farm in the fourth quarter of 2012; an increase in natural gas and electric retail volumes due primarily to colder winter weather than last year,…

Thank you, Brian. I will start by telling you that we are meeting today from our operation center in here in South Dakota. Just finished our Board meeting, our annual meeting. As we always do, we had an employee meeting first thing this morning and community leader and a retiree event just shortly before this call. So it's always a lot of activity around the Board meeting and especially our annual meeting. Coming fresh off the heels of the Montana natural gas decision that I mentioned at the top of the call. I will start with a few notes on the regulatory front. We did spend two full days in the hearing room at the Montana Public Service Commission last week. We had a constructive hearing of parties and the commissioners, we're all very engaged. Much of the contention that can happen during a rate case was really addressed I think very constructively by the parties in advance thanks to the stipulations that we're reached with almost all of the parties. We acknowledge concern around the sub-10% ROE that we agreed to in the context of our belief to attract capital, but we do believe that the resulting 11.5 million revenue increase represents a reasonable outcome all around and is in the long-term interest of both our customers and our investors. We were authorized to implement interim lease effective April 1 and we know that final order is now in the process to be a graphic. So as a result of that, we will be able to recognize a fourth quarter, the final rates has been approved for the full second quarter. Several of you’ve asked about our future rate filing plans. As we mentioned before, each year we perform an analysis in each of our jurisdiction. So for example,…

(Operator Instructions) We’ll go now to Paul Ridzon with KeyBanc.

What you changed the language around your effective tax rate and gone going to the bottom end, what's driven that?

I think when we put together the, our plan for last year there was the things on the tax side that we weren't exactly sure that's why we had a broader range; we had a little more clarity that we got in the first quarter and so we feel more comfortable at the bottom end of the range and that's approximately 12%.

I think you said if I missed it, what was weather versus normal?

This year our weather versus normal, there's no adjustment. This weather we had in the first quarter is in line with what our normal weather should be and Paul that's remember last year we had a $0.09 add back for weather because of unseasonably mild weather. But for this year, no adjustment either up or down for weather.

It’s out colder, but that's because we are all getting soft.

And then as the capacity factors at Spion Kop is exceeding expectations I guess volumetrically you are getting more PTCs. Is that part of the lower tax rate and how does that get pass back for the customers, are they like fuel costs?

Yeah, the capacity factor certainly helped, but PTCs are driven by megawatt hours and we are pretty much in line with what our expectations were in terms of PTCs in the first quarter; it wasn’t materially different than (inaudible).

And then lastly, it sounds Bob from your comments that self build is kind of where you’re incrementally leaning towards versus the last call on incremental capacity?

No, I wouldn't say versus the last call; we have identified since the ’11 plan a gas plant in ‘18 is our likely project in the last call I described some of the steps we were taking at that time. We continue to actually take additional steps that are appropriate for our plants that would come online in ‘18 and John Hines, our Supply Vice President is here and John if you are going to add to that, please do.

Yeah, we continue to look at a multi-prong approach, but the gas combined cycle plant has a lot of valuation for our portfolio from a lot of different perspectives that Bob talked about and so we're now taking affirmative steps to move forward on that path.

We will go next to Michael Klein with Sidoti & Company. Michael Klein - Sidoti & Company: Just a follow-up quickly on the tax rate, and I know it's early and you are not giving any guidance for 2014, but just to try and understand where the pieces are going to fall and you know what's hitting this year and kind of to what extent you can give some color on what to expect going forward and maybe that’s PTCs or the flow through treatment or whatever else it might be impacted there going forward?

I think a lot of the benefit we've seen a reduction in our effective tax rate is because of repairs tax deduction as we continue to invest more in our business and primarily things like DSIP contingency additional benefit from that, PTCs have helped, but over the long-term as we've said before, we do expect an upward trend in our tax rate, but we haven't given sufficient guidance and that would go, and I don’t think we have said that we would be turning up I think to around 20% by 2017 as the last guide we gave associated with tax rate, but I think that’s going to be a pretty gradual climb if you will. Michael Klein - Sidoti & Company: Okay. Do you still expect to get to that tax rate in that same time period or is that may be pushed out a little further or it's really....?

That’s still our expectation today. Michael Klein - Sidoti & Company: Yes. Okay and can you just talk about what happened with the pension; you noted something in your prepared remarks and it was a benefit year-over-year, did something, did it expired at the end of 2012, can you just elaborate on that a little bit?

Yeah, we a while back, recall back in 2009 we made a significant contribution into our pension fund, approximately $92 million and at the time we work with the Montana Public Service Commission and we received from them accounting order that spreads that contribution over a number of years and 2012 was the last year of spreading those expenses out. And so you are going from a 20 plus type, yeah I think I would say the drop is about $20 million, excuse me, you’ve gone from about plus $30 million pension expense down there on $10 million and as a result the reason for that is, on a going forward basis our pension expenses are going to be what we spend and our expectation what we spend is approximately $10 million in 2013. So the higher spend in ‘12 is a result of the final year of that accounting order and the lower spend in ‘13 as a result of our expectations of what was spend on a going forward basis. Michael Klein - Sidoti & Company: Okay. And last question in terms of how the Commission views natural gas acquisitions and I know they have stated publicly that they are in favor of additional acquisitions with gas prices at the levels they are at today. Now with those comments made by the new commission and it gets following the recent elections or were these comments that had been made previously?

Commissioners and staff have made a number of positive comments over a period of time including the time of the last approval. In addition to that discussions with and stipulation with the Montana Consumer Council have been very positive. John why don’t add some more insight there.

The old commission was that one obviously that ruled on the Bear Paw acquisitions, but I am sorry Battle Creek, but there were members of the old commission that are still on the commission that have positive statement. In addition transactions that we are looking at will be consistent with a lot of the financial parameters that were set forth in the stipulation between the consumer council and Northwestern.

Next question is from Charles Fishman with Morningstar.

Just if you would clarify in South Dakota, if you received an environmental rider, would that provide for you from general rate case in ‘14 or would you be applying for both the same time?

Our anticipation is that we would make the request for a rider as part of the general rate case. So the general rate case would effectively reset everything since we haven't have to go on the electric side in South Dakota for a very long time, but that will be the reset and then the rider would go forward.

But one thing I would also add to that is one thing even though we will not be requesting the rider during ’13 we will continue to accrue AFUDC up until the time that a rider is approved.

We will go next to Brian Russo with Ladenburg Thalmann.

Just a question on the equity distribution agreement; what is the forecast for this year or should we expect additional equity sales?

I think it’s the same common I gave back in February Brian and we may issue up to the full distribution of program. We will continue to monitor our equity needs during the year. I think we have stated numerous times now that based upon the assets that we have shown on our investor presentation those you might remember those that are green if you will or high probability, we will be able to fund all of those assets with our equity dribble program and the cash flows from our business. But as I stated in the past we may and it depends to a degree and what we may do in the remainder of the year in terms of equity needs and capital needs.

Are gas reserves acquisitions, is that considered green, meaning you can finance gas reserve of acquisitions without additional equity.

I would say the answer to that is we could utilize the proceeds under existing equity program to finance our gas acquisition needs.

Okay, so that existing equity program of up to [$146 million] would have been raised. Is that accurate.

Correct.

Yeah, okay. And then just on the general rate case strategy or the lack of need to file in ’13, how should we look at the (inaudible) plant that's coming online in the second quarter in South Dakota and the regulatory or the lag associated with that. Where do you overcome that in terms feeling comfortable not needing a rate case.

I really can't say much other than what I have said based on what we know for the remainder of this year. We don't anticipate a need to file until ’14, and at that point we would deal with projects including things like the (inaudible), but based on what we know now there's no need to file this year.

And one additional comment too is we do have trackers associated with any fuel costs or property tax for that asset that would be picked up in costs of service during the year.

Okay and assuming you build the gas plant for 2018, how do you bridge the gap from when the PPL roll off in mid-2014. You recontract short term PPLs is that the strategy.

Yeah, as I noted earlier there is a multi task approach. We would continue to look at opportunistic acquisitions up to a certain point during that timeframe and then we would have in layered our purchase agreements declining over time through 2017-2018 sufficient to meet our needs. One thing to point out is that our portfolio need is significantly less than what it was when we had the PPL contracts originally, so we are only looking at with PPL contracts rolling off that only accounts for around 23% of our total portfolio.

Okay, and lastly, I noticed in the queue, you have some deferred DSM lost revenues? I think it's about 6.2 million. Just, can you update us on how you see recovery of that and when?

There is a hearing in June on our Montana Electric tracker that the DSM loss revenues are part of that tracker and will be subject to that hearing. We don’t expect to see an older (inaudible) until probably a week in the third quarter of 2013.

(Operator Instructions) We will hear more from Michael Bates with D.A. Davidson.

Couple of questions; the first quarter was boosted by revenues tied to higher demand to the transmit and store natural gas for third parties. Can you talk to us about whether you see that as a recurring revenue source? Were there any longer term contracts signed or will it be a one time type of event?

No, Michael, this is more of a trend back to kind of just kind of pre-recessionary type levels. You know, you might recall both on the electric side and gas side, numbers on these matters would have been hotter in the ‘08 and ‘07 time period. We're starting to see a positive trend, really starting this year.

And I also wanted to ask about the potential acquisition of gas reserves. With regards to the to the Battle Creek and the Bear Paw acquisitions you made, was the entire kicking phase for those transactions as lengthy as has been for the assets that are currently under consideration?

I will start and then handed off to John. I am going to stay with this metaphor and just beat it to death. We spend a lot of time, actually several years looking at a whole variety of car lots in many different towns up and down the freeway and ultimately decided more or less where we wanted to shop and what kind of cars we were looking at. So there was a pretty protracted phase before we focused in on specific assets and John can give you more flavour on the specifics.

I guess I would only add one thing in that. The size of transactions often times equate to complexity which takes translates in to duration.

We will go next to Chris Ellinghaus with Williams Capital.

I presume I have got a whole laundry list of question, I presume towards back end of the queue, so I will ask a bunch. First thing Bob; going off for something you were talking about in the gas settlement, it certainly seemed like an overall fair kind of number, but can you talk about your argumentation before the commission and may be what the commissions’ attitude and response was on the ROE. Did you make a clear to them that a 10% ROE is kind of a floor for a lot of investors at the screening mechanism and if that’s potentially hurtful for raising equity capital and can you just give us a little color on that?

Yeah, we did explain that at some length in our free filed testimony. We were very concerned about that aspect of investor reaction and entering into the stipulation we have that mind. We were frank I think at explaining the likely concern to the commission. The commissioners individually ask good questions from really all perspectives about the implications of the stipulation, and ultimately we concluded that at this time the overall revenue increase which we agreed upon ROE was an acceptable outcome. All parties gave something and we were able to move forward on that basis, but we get it in terms of concerns that investors may have about that ROE on the gas side.

Hey, Chris one thing I will add to that. On the gas side we’ve probably noted that ROEs have trended down more than they have on electric side and I think its 25 basis points or the likes. So from our perspective on the electric side our lot ROE are still in the appropriate range we believe and tend to turn the quarter depending on the assets.

Okay, I was going to ask you presuming that there is a Montana Electric case in the not too distinct futures, can I presume that you will go back to that issue because particularly for some long only investors that is an important criteria and it would be nice to see the electric side be a little bit different?

We as Bob pointed out certainly noted in my testimony, noted to understand numerous times how important it is and that 10% is a certainly received for by investors and also it's done by electric case will be at a certain, it will be included in our testimony again trust me.

Okay. Brian can you talk about the weather impact this quarter and I'm just sort of looking through the drivers for the quarter, you know obviously retail electric and gas and transportation and storage are things, can you talk about transmission, is that largely weather related and I'm particularly surprised by the gas production incremental benefit for the quarter, is that also somewhat weather and consumer demand oriented?

I'll start with on the electric transmission side, a lot of that has to do with improvements in wholesale prices elsewhere, that's allowed us to draw more you know generation through our transmission system as a result to meet the needs of higher wholesale prices if you will. On the production side, I think from that matter we just drew upon more gas from our production facilities for the quarter, as a result had a little bit higher margin or thought as you might also know a little higher production costs as well.

And so can we presume that that significance in the quarter is really of a seasonal nature due to winter demand?

Say that again Chris

Well, it’s a very big number, certainly much more than I would have expected given that those assets are already recovered through the fuel costs. So I'm just curious whether because the first quarter is such a big gas quarter whether the earnings from your production assets are extremely seasonal in nature?

Oh, yes, yes indeed.

Okay. And also the repairs deduction was particularly beneficial, what was going on in terms of maintenance that might have led that to be so large?

Well, I think as we pointed out, I think as we mentioned in our earlier comments we just had higher investment and you are starting to see that as you know we are ramping up certainly in DSIP in the first quarter and year-over-year basis and that incremental investments that we've talked about repairs deductions in the past as we continue to invest more of our business that repairs deductions will increase.

Okay. The pension benefit, was that on track for pretty much what you are expecting for the year and is there any kind of seasonal nature to that at all?

No, it’s in line with expectations.

Okay. And one last thing Bob, you were talking about the new gas plant for Montana, can you just go through the thinking of waiting until ’18 for a new asset as opposed to trying to get that to line up a little closer with PPA explorations?

That's the point at which the plant as opposed to market becomes the most cost effective option and John manages the planning and procurement process. So you can again provide some more detail there.

Yes, part of the issues that we are looking at greenfield as well as Brownfield sites and there would be infrastructure development necessary as well as just the plant itself on both the potentially from electric transmission side and the natural gas pipeline side. So we think that's a very realistic timeframe and we can stagger our purchases accordingly to meet that timeframe.

In the 11th plan, 18 was identified, 20 at which own new generation was the most sensible alternative.

And one more thing Travis, if you get a chance, would you give me a shout later?

I will do that, Chris.

Our next question comes from Wells Fargo, Jonathan Reeder.

Good afternoon, gentlemen. Most of mine have been answered but a couple timing questions. Bob, you mentioned on the FERC decision on the Dave Gates station as just in 2012. Does that mean, you are no longer thinking Q2 that it could be kind of second half of the year?

I think that’s fair and I am trying to communicate the black box nature of when a decision might be forth coming. Everything that we know the possible timing of the decision is simply based on how long it typically takes matter to about to be decided once it is taken from the AOJ level up to commission level. The factors here, we talked about these before. The importance to the industry is indicated by the third-party filing from VI and BPA for example, that grew of course with oral arguments and things like that but we have no insight into when a decision might be forth coming little with best practice.

Okay. But I guess something in the past practice made you kind of alter the thought from Q2, I mean is that others do it really?

Really, we’re now well into -- we’re into five year term, I wouldn't read anything into weather or say we are telling you I mean we know and the terms of what are decisions forthcoming very much.

All right, fair enough. And then with the expected South Dakota electric rate case filing getting push back to 2014 from mid-year this year, should we assume that it's early in ‘14 or is that still kind of up to debate?

I think (inaudible) John is we will do what we do at all of our jurisdictions, we do what we call a first look after we get our year-end results and we start to calculate a known and measureable. So we will go strictly as we can and my expectation would be in the first half of ‘14.

The first the gating action is the assessment of whether or not that case needs to be filed.

Okay. And then any clarity on when we might see Montana electric case?

Same answer there as well.

Okay. And then just last question besides the tax rate, have any of the other assumptions materially changed since you establish the 240 to 255 guidance range?

No, I think all I say on that is obviously we are pleased where the tax rate is in our range, but there is some timing in terms of expenses and things that drag things and I will just say we are very comfortable with the arrangement.

Okay. I appreciate the time guys.

And one other things back to comments associated with timing in on ’14, I think we should be clear on the rate cases of two things, one on the South Dakota side we really have been ramping up spending and based on coming in ‘14 and that is going to be a big driver too, I think really pushes over the edge if you will. And obviously in Montana on electric side DSIP with $50 million more spend if you will is going to really drive that for next year, so very certain in terms of what ‘14 is going to show for both Montana and South Dakota.

Right. And that's what I was kind of thinking as far as the DSIP on the Montana side, so I appreciate that additional color Brian.

Your final question will come from Andrew Levi with Avon Capital.

Hey, good afternoon. I guess most of the questions were asked. The only one I have left is, are there power plants actively being marketed in your area?

Time, there have been plants, shop, we yet comment on anything beyond that and that’s all we know.

Okay. So you can let us know whether there is actual, you know now obvious (inaudible) but whether there is any activity of plants that are, I don't know if it’s been made public or not made public but they are going to be marketed?

No.

Okay. Thank you very much.

Thank you.

And we have no further questions in the queue.

All right, well, thank you everybody for joining us and I will let Bob sign off here.

Again thank you very much. We will see many of you during the quarter and look forward to talking to most of you next quarter. Take care.

Ladies and gentlemen, that does conclude today's conference. Thank you all for joining.