UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 17, 2017 (February 16, 2017)
NorthWestern Corporation
(Exact name of registrant as specified in its charter)
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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))
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| Item 2.02 | Results of Operations and Financial Condition |
On February 16, 2017, NorthWestern Corporation d/b/a NorthWestern Energy (NYSE: NWE) (the “Company”) issued a press release (the “Press Release”) discussing financial results for the year ended December 31, 2016, and affirming adjusted non-GAAP earnings guidance for 2017 in the range of $3.30 to $3.50 per diluted share. Assumptions concerning the earnings guidance for 2017 can be found in the Press Release, which is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
The information in this Current Report on Form 8-K provided under Item 2.02 shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information provided under Item 2.02 in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 7.01 Regulation FD Disclosure.
As previously announced and as stated in the Press Release, the Company will host an investor conference call and webcast on February 17, 2017, at 3:30 p.m. Eastern time to review its financial results. During the conference call, Robert C. Rowe, president and chief executive officer, and Brian B. Bird, vice president and chief financial officer, of the Company will make a slide presentation (the "Investor Call Presentation") concerning the Company's financial results.
A live webcast of the investor conference call can be accessed from the Company’s website at www.northwesternenergy.com under the "Our Company / Investor Relations / Presentations and Webcasts" heading or by visiting www.webcaster4.com/Webcast/Page/1050/19217. To listen and view the slideshow presentation, please go to the site at least 10 minutes in advance of the call to register. An archived webcast will be available shortly after the call and will be available for one year. A telephonic replay of the call will be available for one month, beginning at 6:00 p.m. Eastern time on February 17, 2017, at (888) 203-1112 access code 5668902.
The Investor Call Presentation is being furnished pursuant to Regulation FD as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference. The information in the 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 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.
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| Item 9.01 | Financial Statements and Exhibits. |
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| EXHIBIT NO. | DESCRIPTION OF DOCUMENT |
| 99.1* | Press Release dated February 16, 2017 |
| 99.2* | Investor Call Presentation, dated February 17, 2017 |
* 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.
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| | | NORTHWESTERN CORPORATION | |
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| | By: | /s/ Timothy P. Olson | |
| | | Timothy P. Olson | |
| | | Corporate Secretary | |
Date: February 17, 2017
Index to Exhibits
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| EXHIBIT NO. | DESCRIPTION OF DOCUMENT |
| 99.1* | Press Release dated February 16, 2017 |
| 99.2* | Investor Call Presentation, dated February 17, 2017 |
* filed herewith
