Dan Rausch – Director, IR Mike Hanson – President and CEO Brian Bird – VP and CFO

Devin Geoghegan – Zimmer Lucas Partners Brian Russo – Ladenburg Thalmann Paul Ridzon – KeyBanc Capital Markets Chris Ellinghaus – Wall Street Access James Bellessa – D.A. Davidson & Co.

Good morning, and welcome to NorthWestern Corporation's June 30, 2008 quarter-end financial results conference call and webcast. NorthWestern's results have been released and the release is available on our Web site at www.NorthWesternEnergy.com.

We also filed our 10-Q after the market closed yesterday. Joining us today from our offices in Sioux Falls, South Dakota, are Mike Hanson, President and CEO; Brian Bird, Chief Financial Officer; Kendall Kliewer, Controller; and Miggie Cramblit, General Counsel.

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 in 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 the presentation today, those joining us by teleconference will be able to ask questions. A replay of today's call will be available beginning at noon Eastern Time today through August 31, 2008.

To access the replay, dial 800-475-6701, then access code 954803. That access code again is 954803.

A replay of the webcast can also be accessed from our Web site. With that, I'll turn it over to President and CEO, Mike Hanson.

Thanks, Dan, and thanks to all of you for taking time out of your day to join our call this morning. First, I'd like to say we had a great quarter, and we're off to a very solid first half of the year 2008.

Some highlights for the quarter are that our net income improved to $9.5 million in the second quarter of '08 as compared to $2.4 million in the second quarter of '07. We announced a transaction with Bicent to sell our interest in an unregulated coal plant called Colstrip Unit 4.

That transaction includes an option to work with the Montana Public Service Commission to determine the viability of placing the asset into our regulated rate base in Montana. I'll talk more about that a little later in the call.

Moody's rating service has upgraded the company's senior secured and unsecured credit ratings, resulting in our ratings being considered investment grade for senior secured and unsecured debt by all three rating agencies – Moody's, S&P, and Fitch. We refinanced $55 million of our South Dakota First Mortgage bonds that will result in a savings of about 1% annually on the rate, equaling approximately $500,000 per year in interest savings.

And we began trading on the New York Stock Exchange under the ticker symbol NWE on May 1, 2008. Although after the end of the second quarter another highlight is that during July of this year, the Delaware Bankruptcy Court approved a global settlement agreement related to the Magten matter, resolving the last significant dispute in the company's 2003 Chapter 11 bankruptcy case.

We received $4 million in July to reimburse us for past legal fees as part of the global settlement. So with those highlights, let me turn it over to Brian Bird, our Chief Financial Officer, to discuss the second quarter financial results in more detail.

Brian?

Thanks, Mike. Consolidated net income was $9.5 million, or $0.24 per diluted share for the second quarter of 2008, compared with consolidated net income of $2.4 million or $0.06 per diluted share during the second quarter of 2007.

Our net income grew more than $7 million quarter over quarter. Operating income was $31.5 million compared with operating income of $18.2 million during the second quarter of 2007.

The main drivers for our operating income and earnings increase during the second quarter of 2008 were gross margins increased by $8.8 million. This was led by our regulated businesses with lower than anticipated QF supply costs, an increase in rates, and increased volumes due to customer growth in colder weather.

These improvements were offset by lower contracted pricing at Colstrip Unit 4, increased fuel costs, and an unrealized loss in the hedge in the unregulated electric segment. In the second quarter of 2008, we experienced a decrease in total operating expenses of about $4.5 million due to the decrease in our operating, general and administrative expenses due to decreased operating lease expense related to the purchase of our previously-leased interest in Colstrip Unit 4 and lower legal and professional fees.

Below the operating expense line, our interest expense increased approximately $1.3 million, primarily due to the additional debt incurred with the purchase of our previously-leased interest in Colstrip Unit 4. I am pleased with our income this quarter, and it could have been even better.

We recorded a pre-tax unrealized loss of $5.2 million, or $0.08 a share, during the second quarter of 2008 related to forward contracts executed to economically hedge a portion of our Colstrip Unit 4 output through 2009. Pursuant to accounting rules, we are required to mark these contracts to market at the end of each quarter.

However, these will reverse as the power is delivered, so this is basically a timing issue. For the first six months of 2008, consolidated net income for the six months ended June 30 were $33 million compared with $21.6 million for the same period of 2007.

Again, this increase was primarily due to higher operating income, offset by higher interest and income tax expense as discussed above. Moving on to our balance sheet and cash flow remained strong.

As of June 30, 2008, cash and cash equivalents were $24.2 million compared with $12.8 million at December 31, 2007. The Company had revolver availability of $178 million at June 30, 2008, compared with $159 million at December 31, 2007.

Long-term debt at June 30, 2008 was $744 million compared with $787 million at year-end '07. During the six months ended June 30, '08, we repaid about $43 million of debt.

The long-term debt-to-total capitalization ratio was approximately 47% at June 30, 2008. Cash provided by our operating activities totaled $125 million during the first six months of 2008 compared with $136 million during the first six months of 2007.

This reduction was primarily related to the timing of accounts receivable collections, partially offset by decreased purchases of storage gas, and higher net income. The company used $43 million for investment activities during the six months ended June 30, '08, compared with $92 million during the six months ended June 30, '07.

Capital expenditures for the first six months of this year were $43 million compared with $53 million for the same period of '07. We also used $40 million in the second quarter of last year to purchase a previously-leased interest in Colstrip Unit 4.

The company used $70 million in financing activities during the six months ended June 30, '08, compared to $46 million for the six months ended last year. As I indicated earlier, we have made net debt repayments of $42.9 million in the first six months.

We also paid dividends of $26 million during the first two quarters of 2008. In summary, our cash and liquidity position is very strong.

Mike will talk about growth projects and possibility of selling or rate basing Colstrip Unit 4 in a bit, but I'll say we will not have to raise equity in any of those scenarios for a number of years. Now, let me talk about our 2008 earnings outlook.

We are reaffirming our guidance for fully-diluted earnings for 2008 to be between $1.60 to $1.75 per share. We review our guidance each quarter, and we will review at the end of the third quarter as we always do.

The third and fourth quarters are more significant contributors to our annual earnings, and another quarter will provide more visibility on our expected 2008 earnings. And, also by then we will know the actual date and number of shares repurchased as part of this disputed claim reserve repurchase program.

Now, let me turn it back over to Mike.

Thanks, Brian. As I mentioned earlier, we've settled the last major bankruptcy-related matter with the Delaware Bankruptcy Court.

On July 10, the Delaware Court approved the global settlement agreement resolving the Magten matter. Under that settlement agreement, Magten and related claimants received a cash payment of $23 million, which was funded by NorthWestern's repurchase of stock held in the disputed claims reserve.

On July 25, we repurchased 782,059 shares of stock at $24.98 per share from the disputed claims reserve to fund the payment to the Magten claimants. That leaves about 2,360,000 shares in the disputed claims reserve.

In addition, the Company has received reimbursement of about $4 million for previously incurred legal fees and expenses which will be recorded in our third quarter financial results. Just yesterday, the Delaware Court approved our motion for the final distribution of disputed claims reserve, in which we proposed to repurchase the remaining shares and distribute to the claimants, cash.

There will now be a 10-day appeal period required on that Order, and 10 trading days to determine the share price and the buyback. The Class 7 and Class 9 holders have until August 22nd to elect to get their distribution in stock instead of cash, if they choose to do so, as was proposed in our motion to buy back those shares.

We expect to make the final distribution to the Class 7 and Class 9 holders in the form of either cash or stock to those that elected it, from the disputed claims reserve by the end of August or early September of this year. Turning our attention then, to the Colstrip 4 agreement with Bicent, on June 10 we announced a proposed sale of our share of that plant with Bicent Power.

The agreement calls for Bicent to purchase our 30% interest in a 740 megawatt plant for $404 million. The agreement includes an option to work with the Montana Public Service Commission, to export a viability of placing the asset into rate base to serve our regulated electric customers in Montana.

So, accordingly, on the 27th of June we made a filing with the MPSC to initiate a review process to determine the viability of placing that plant in rate base at fair market value. If the asset is placed into regulated rates, the transaction with Bicent will be terminated.

The conclusion of either scenario is in keeping with our strategy to be a purely regulated utility. We expect to consummate the transaction with Bicent or to place the asset into rate base by the end of this year.

Looking to the future and our growth prospects, I would say we have very exciting prospects to grow the company going forward, and to enhance shareholder value. We continue to make significant maintenance capital investments in our system, which is driven by steady organic growth and of course which increases our rate base and earnings potential.

In addition to our ongoing level of capital investment, we have several other significant investment opportunities that I'll touch on. As we've stated a number of times previously, our Montana transmission assets are strategically located to take advantage of the potential transmission grid expansion in the northwest part of the United States, and are located between supply sources in the population centers that need the energy.

Interest in new generation projects in Montana remain strong with over 4,000 megawatts of proposed generation seeking to connect to NorthWestern Energy system. Not all of these generation projects will be built, but there continues to be strong interest for developing new generation, predominantly wind power, in Montana.

With any of these generation projects, construction of new transmission lines is critical for transporting the power to the loads within and outside of Montana, and to alleviate congestion issues that are prevalent on the existing lines. Let me first start with our proposed upgrade to our existing 500 kV line from Colstrip and a related collector system that we're evaluating.

There are two distinct phases to this project. The first is to upgrade the existing 500 kV system in Montana, which was recommended as part of what was known as the Rocky Mountain Area Transmission Study from a few years ago.

This is a jointly-owned facility, so we may partner with other owners of the facility on the upgrade. The second phase is to develop a 230 kV collector system in the central and northern part of Montana, mainly to connect the wind power development in the area, and that will alleviate network constraints in our Montana system.

This combined project, upgrading the 500 line and the 230 collector would provide a low cost per unit of additional transmission capacity and reduce congestion in the Northwest part of the U.S. In 2008, we will embark on a more detailed planning study of the forms of generation being proposed, the impact on the transmission system, and the investment needed to accommodate this market demand.

This is an extensive study that we expect to take four to six months to complete. Once completed, information regarding the final configuration and our project will be available, but at this point we anticipate the capital spend will range between $200 million and $250 million with an expected in-service date by 2013.

Moving now to the Mountain States Transmission Intertie Project, or MSTI Line, as we call it, the proposed 500 kV MSTI line would extend from a new substation to be built near either Townsend or Garrison, Montana, to the existing border of our Midpoint Substation located in Central Iowa – or Idaho, excuse me, Idaho. The transmission line's main purpose swill be to meet the requests for transmission service from customers and to relieve constraints on the high voltage network in the region.

MSTI line provides additional capacity on a historically-constrained path and connects expanding new markets in Idaho, Utah and the Southwest United States. Initial citing study identified several reasonable alternative pathways for the project.

We recently filed a Major Facilities Siting Act Application in Montana, and will be submitting a Federal application in the near future. We have selected a preferred route as well as two alternative routes, which will be reviewed in the environmental reviews.

NorthWestern currently has 639 megawatts of expressed interest on the project. We are moving forward in permitting this line as a 500 kV line, but we will ultimately match the capacity of this facility to the market demand at the time we begin construction.

Based on our current timeline, we anticipate the line will be in service by 2013. Moving to our proposed Mill Creek Generation Plant in Montana, the Mill Creek Station is a facility that's designed to serve as a regulating resource that will provide balancing services to our transmission control area.

As a transmission balancing area operator, NorthWestern must adhere to very stringent Federal regulations that balance the moment-to-moment variations between load and supply. These regulating services are becoming increasingly scarce and more expensive in the region.

NorthWestern Energy is currently 100% dependent on the market to supply these services. In addition, the integration of significant wing generation into the transmission system requires additional regulating services due to the variability of wind power.

Therefore, we have identified a need for a facility that will provide regulating services as the most critical near-term generation need in Montana. We expect to file a complete proposal with the Montana Public Service Commission by mid-August of this year.

The capital cost of the project is estimated to be around $200 million, and it's expected to have a capacity of between 125 megawatts and 150 megawatts, with approximately 85 megawatts dedicated to regulation capability. Expect the plant to be in service by January 2011.

Finally, turning our attention to South Dakota, due to load growth and a tightening of the capacity markets in the mid-continent area power pool region, we're evaluating the need for electric peak and base load generation additions within our South Dakota service territory. Currently, we estimate the peaking capacity need to be in the 80 megawatt to 90 megawatt range by the year 2010.

We anticipate construction of two 45 megawatt combustion turbines, one in Aberdeen, South Dakota, and the other in Mitchell, South Dakota. Load growth continues to be robust in our South Dakota territory, and we see the need to acquire additional base load energy resources also somewhere in the 2013 to 2015 time period.

Also in South Dakota and in Nebraska, we expect to deploy somewhere between $20 million and $40 million in capital over the next three years to continue natural gas pipeline extension projects to serve new and expanding ethanol and biodiesel facilities in the region. Our investments in these pipeline extension projects are protected by letters of credit to mitigate our financial exposure to these plants and the variability in their market.

We invest in the pipeline to provide natural gas supply to the plants, not in the viability of the plant itself. So, in summary and conclusion, I'd say NorthWestern Energy is very pleased with the financial and operating results of the quarter.

We resolved a significant legacy litigation matter relative to the bankruptcy; we restored the company's financial health as evidenced by the investment grade ratings now with all three rating agencies, Moody's, S&P, and Fitch; and we are very excited about the future prospects of the company to grow its earnings and enhance shareholder value. So with that, I'll turn it back to the operator to give instructions for any questions or comments you might have.

Bob?

Hi, it's actually Devin Geoghegan. Hey guys, how's it going?

Hi, Devin.

Hi, Dev.

Hey, nice quarter, congratulations.

Thanks.

I'm just curious about the buyback. Let's say the guys that are getting the 2.4 million shares choose to just take their shares, will you guys execute the buyback on the open market anyways?

Yes, Devin, if – unless it's a few, a small number of shares and we have completed, executed essentially what we set out to do, we'd expect that we'd buy approximately the 3 million-odd shares we talked about. So our expectation is people are going to take cash, but if the lion's share of the folks buy, decide to take their shares, we'll execute through other means to buy back the shares we talked about.

Great, thanks so much, guys.

Thanks, Devin.

Hey, good morning, guys.

Hi, Brian.

Hi, Brian.

It seems like you had a real solid second quarter, specifically with natural gas sales related to weather. I was just wondering can you quantify the weather impact on an EPS basis?

I would just say for the quarter, Brian, it's approximately $0.04.

Okay. And –

That's weather in total.

Okay. And given the above normal weather conditions, would you say you're more towards the high end of your guidance now?

Brian, we're not going to – as we mentioned in our press release and as I mentioned here, we're not going to talk about where we sit in our guidance at this point in time.

Okay. And then just on the Colstrip volumes, it looks like there was a nice increase from 2Q '07.

I'm just wondering, in the second half of '08, were there any operating issues at Colstrip, or can you give me a sense of what kind of capacity factor it operated in the second half '07 versus your assumptions for second half '08?

No, we don't anticipate that there are any significant issues in a year-over-year basis, or expect any at the remainder of this year.

Okay, thanks a lot, guys.

Thanks, Brian.

Good morning, how are you?

Hey, Paul.

Hi, Paul.

The $0.04 weather, is that versus norm, or is that year-over-year?

That's versus – that's year-over-year.

Do you have that versus normal?

I don't have that with me. I would tell you that versus normal it's a little bit less, I don't know the exact cents per share.

And just clarity on the Colstrip question, you're basically – you're assuming a similar capacity factor for the second half of '08 as you had in the second half of '07?

That's our – that's our expectation.

And then there was an item around the QF true up of $3.9 million. How much of that is related to '08 versus the back half of '07?

I would say about half of that.

And were there any timing issues that contributed to the strength of the quarter, that maybe some O&M comes in the back half, or we're just kind of at a steady run right here?

I would say that there could be some timing issues associated with the second half. I can't quantify those for you, Paul.

So the strength of the second quarter may be – part of that may be at the expense of the back half of the year?

That's possible, Paul. We have things that in terms of timing that occur year-over-year, we may be in the same situation we were last year.

So it's difficult to say.

And then lastly, when does it – the pricing on the share repurchase start?

The pricing, the calculation's in process now. We'll be now looking, at ten days past, we'll look now ten days forward.

So I guess net-net, by the end of this month – excuse me, the end of August, we'll be able to execute the remainder of the share repurchase.

July, what, when did the pricing period start?

We – yesterday we did a press release so that starts the clock for the ten-day forward period.

It's a 20 – it's a 20-day average, so it's 10 days up until then, and then 10 days after yesterday.

Well, it's great to have a strong quarter, but it's too bad you did it in the pricing period. But, so be it.

Thank you very much.

Thanks, Paul.

Thanks, Paul.

Hey guys, how are you?

Morning, Chris.

Morning, Chris.

Brian, do you have the after-tax impact of the mark-to-market for the quarter?

The after-tax, I guess you'd have to do the math; we could both do it in our heads. But it was $5.2 million pre-tax for the quarter.

So something in the order of 60% of that?

Yes.

Okay. I didn't catch what you just said about the buyback in terms of execution timing, given the August 22nd date, how long do you think it'll take to execute whatever gets selected for cash?

Again, Chris, in terms of the exact mechanics, our expectations kind of the mid to the end part of August, we'll have fully executed the program based upon those that elected to take cash.

Okay. And –

The election goes till the 22nd, Chris.

Right.

So it'll be at – it'll be after that. But we expect by the end of the month or real early into September.

I put it in this context. If we know on the 22nd what we need to do and we're able to execute on the 22nd or 23rd, that's what we're going to do.

Okay. Do you have any sense of what the short position is relative to the buyback?

I do not.

Okay. Did – Mike, did you say anything about the South Dakota peaker cost at this point?

I did Chris, we were – at – no, I didn't, sorry.

Yeah, Mike –

It's about – go ahead.

It's approximately $90 million, or around $1,000 per kW.

Okay. And lastly, any color you can give us on the discovery process or anything related to the Colstrip docket at this point?

Continuing.

All right, thanks a lot, guys.

Thanks, Chris.

Hey, Chris.

Good morning.

Hey, Jim.

Hey, Jim.

If Colstrip 4 gets rate based in Montana, then your agreement with Bicent is terminated. I imagine there's a termination fee?

There is, Jim. What – the termination fee is $6.25 million.

And how does that get accounted for, does that become part of your rate base as well, the termination fee? Or do you absorb that?

The proposal is to include the termination fee and then offset partially by savings in other fees to advise their closing costs are avoided. So, the simple math is the purchase price, $404 million, add the $6.25 million termination fee and back out an estimated $3.25 million of savings, and the rate base amount that we're proposing the Commission to consider is $407 million.

Thank you. And then when my computer turned on today I saw there was a headline about Colstrip 2 tripping off on Tuesday.

Is that back up and running?

I don't know the answer to that, Jim. We're not affected greatly by that, so I didn't – I haven't got a report on where they're at with Colstrip 2.

Thanks.

All right. Well again, thanks all of you for joining us today and giving us a chance to update you on the Company, and we appreciate your continuing interest in NorthWestern.

Bob, could you do the replay instructions again?