Black Hills Corporation (BKH)
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AGM 2022

Apr 26, 2022

Steve Mills
Chairman, Black Hills Corporation

Morning. I'm Steve Mills, Chairman of Black Hills Corporation's Board of Directors, and I'd like to welcome all of you to our annual shareholders meeting. We very much appreciate your attendance, whether in person or via webcast. In accordance with the notice of meeting, I call to order the 2022 annual meeting of shareholders of Black Hills Corporation. Those of you attending in person were given an agenda for this meeting as you entered the meeting room, and we'll conduct this meeting in accordance with the agenda. On the reverse side of the agenda is a list of rules of conduct for this meeting, and in fairness to all shareholders and to conduct an orderly meeting, we intend to adhere to these rules. Before proceeding to the business portion of the meeting, I would first like to introduce the company's board of directors.

Our company is very fortunate to have such a distinguished and broadly experienced group of directors, and their contributions are key to the company's ongoing success. The directors' biographies are included in our proxy statement, and if you'd please stand as you're introduced. Linn Evans, Barry Granger, Tony Jensen, Kathleen McAllister, Bob Otto, who can't be here with us today, Scott Prochazka, Becky Roberts, Mark Schober, Risa Taylor, and John Vering. Thank you, directors. After 17 years of service, Director John Vering is retiring from our board, effective at this meeting. I wanna thank John for his outstanding service to the company. He's been an exemplary colleague and an excellent board member. Please join me in congratulating John. I also wanna take a moment to remember a former director of Black Hills Corporation, Mike Madison.

Mike retired from the board just a short year ago in April 2021, and he recently passed away. Our thoughts and prayers are with Terry and the rest of Mike's family. He was a colleague and a friend, and will be missed. Also present with us today are Scott Loveless and Kristen Cargan from the firm of Deloitte & Touche, our independent public accounting firm. Andrea Severson, our Inspector of Elections with EQ Shareowner Services. Andrea has executed the prescribed oath of office, which will be filed with the minutes of this meeting. Black Hills Corporation shareholders of record at the close of business on March 7th, 2022, were entitled to vote on matters coming before this meeting.

I have an affidavit of mailing, certifying that all shareholders as of that date were mailed a notice of meeting, a proxy statement, a proxy, and the company's 2021 annual report to shareholders. At the close of business on March 7th, 2022, the company had approximately 64.8 million shares of common stock outstanding and entitled to vote. List of shareholders of record on that date and the number of shares owned by each has been prepared by EQ Shareowner Services, the company's transfer agent and registrar. A preliminary report by the inspector of election on the number of shares represented at this meeting indicates we have represented, either in person or by proxy, more than 90% of the outstanding shares eligible to vote today, and therefore, we have more than the necessary 50% of the shares to constitute a quorum.

On behalf of the board of directors and management, I'd like to express my appreciation to all shareholders who have voted or returned their proxies. All shareholders of the company eligible to vote at this meeting have been furnished a proxy statement dated March 17, 2022, and there are four specific proposals set forth in the proxy statement. Shareholders who intended to present additional proposals or director nominations at this annual meeting were required to provide notice to the company by January 27, 2022. The company did not receive any such notifications, therefore, no proposals or director nominations will be accepted from the floor today. The four proposals set forth in the proxy are as follows. Proposal 1 is for the election of three directors to serve until the annual meeting in 2023 and until their respective successors are duly elected and qualified.

Kathleen McAllister, Bob Otto, and Mark Schober have been nominated for election as directors of the company based on the recommendation of the governance committee of the board of directors, and the board's governance committee consists only of independent directors. Our second proposal is to consider the ratification of the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for the year 2022. While not required by law, the board submits this selection of Deloitte & Touche for ratification by the shareholders as a matter of good corporate governance. Our third proposal is to receive an advisory vote on the executive compensation of our named executive officers as disclosed in the proxy statement. Our fourth proposal is for the approval of the Black Hills Corporation amended and restated 2015 Omnibus Incentive Plan.

For those shareholders attending in person, the meeting is now open for discussion relating to these four proposals. Once again, please observe the rules which govern this meeting, which were provided to you as you entered the room. If you want to speak now on any of these proposals, please proceed to the microphone in the middle aisle. Are there any questions or comments specifically relating to these four proposals? Since there are none, we'll proceed. Are there any shareholders present in person who have not previously voted in person or by proxy or shareholders who wish to change their vote? If so, please proceed to the voting table at this time. Since there are no shareholders indicating a need to vote at this time, I declare the polls are now closed.

Our Inspector of Election informed me prior to the meeting that all four proposals have received more than the required number of votes to pass. The Inspector of Election will tabulate the final vote results, and we will report these results in a report on Form 8-K with the Securities and Exchange Commission in the next few days. Our President and CEO, Linn Evans, will now give a brief presentation on the company's business. Following Linn's presentation, we will take additional shareholder questions.

Linn Evans
President and CEO, Black Hills Corporation

Thank you, Mr. Chairman, and good morning to those attending, and thank you to those who are on the webcast as well. Before I share my comments, I would like to introduce the senior leadership team and the officers that are present with me today. I'll do that in alphabetical order, so if you'd please stand when I introduce you. Brian Iverson, Senior Vice President and General Counsel. Eric Keller, Senior Vice President and Chief Information Officer. Rich Kinzley, Senior Vice President and Chief Financial Officer, and Jennifer Landis, Senior Vice President and Chief Human Resource Officer. That's our senior management team. Now for corporate officers and our senior leadership team. Nick Gardner, Vice President, Natural Gas Utilities. Todd Jacobs, Vice President, Growth and Strategy. Marne Jones, Vice President, Electric Utilities. Amy Koenig, back of the room, Vice President, Governance, Corporate Secretary, and Deputy General Counsel.

Kimberly Nooney, Vice President, Corporate Controller and Treasurer. We have a few other officers here. Since there's a few, I'll acknowledge them. Madeline MacApugay, our Vice President of Audit. We have Ash Weston, Vice President of Customer Service and Communications. Mark Lux, Vice President of Power Delivery. Don't think I missed any other officers. Oh, Donna. Donna Genora, Vice President of Tax. Thank you for being here, and thank you for your support this past year. Greatly appreciated. Let me also sincerely extend my thanks to the employee team. We have a number of people listening in, who'll be listening to the recording later on. 2021 was a challenging year for us for many reasons. I'll talk through some of those challenges in my presentation this morning.

Because of their dedication, because of their resilience and their determination, we produced a very solid year, and I want to make sure that I say thank you to them. We're a successful organization because of their engagement and because of their dedication to this organization. I firmly believe our two greatest assets are our people and the culture that we build together every day, so thank you to them. I also thank you, our shareholders, for investing in us. We take our relationship with you extremely seriously. I will have some forward-looking comments this morning, so please take a look at our risk factors on this slide two. Also, please look at our SEC filings before you make any investment decision in Black Hills Corporation. This morning, I plan to provide an overview of the company, a very brief one.

I'll talk about 2021 in the rearview mirror and some accomplishments that we had. I'll close with some comments about our business strategy. This should be a familiar map to our shareholders if you've seen our filings that we put out on our website, et cetera. I'm on slide four, by the way. I will attempt to reference slides along the way for those who are on the webcast and those others who listen to the recording later on. We serve and proudly serve 1.3 million customers across 824 communities and eight very stable and growing states. Our integrated utilities serve four states. We own and operate 1.5 GW of generation. We have 9,000 miles of transmission and distribution lines that we maintain and we operate.

Our integrated natural gas utilities serve five different states, and we operate 46,000 miles of gas lines, so a very expansive service territory. We also own and operate underground gas facilities, storage facilities that help us strategically source gas for our customers. Moving to slide five, we're about as a pure play utility as you can find in the industry. 98% of our assets are either regulated or they're assets that are contracted under long-term contracts to our regulated utilities. Our diverse multi-state, and we're a dual fuel, electric and natural gas, provides us strength with respect to our scale across our territories, our strategic diversity, and really reduces our overall risk profile.

On the right-hand side of this slide, you'll see that because of our growth now, more than 90% of our revenue is now derived from natural gas and renewables, with less than 10% of our revenue now coming from coal. Now I'd like to speak to some accomplishments for 2021, and there were plenty, but I'll point out a few. I'm on slide 7 for those listening in. I think three themes emerged from 2021. Our resilient team, which I've already mentioned, our system performance, which held up extremely well. We made great regulatory progress throughout the year, and we're powering a better future, which happens to actually be the theme of this year's 2021 annual report. I'll spend a few minutes on each one of these as I go through these quickly. If you...

I moved through these slides fairly fast, so you can find these slides on our website. Slide eight focuses on our top priority in Black Hills Corporation, and that is our focus on living and working safely. I'm very proud of our company-wide safety performance, which is well above industry average. In fact, it's essentially two times as good as the industry average. There's a picture on this slide. Our Cheyenne Prairie Generating Station team achieved the OSHA VPP Star status, which is the highest worksite status that is awarded by OSHA. They're very proud to join our Pueblo Airport Generating Station, which has already achieved this status. We have other sites that I'm very proud are working through the very arduous and demanding process to achieve this particular status.

Slide nine illustrates that once again, all three of our electric utilities are ranked in the top quartile for customer reliability by the Edison Electric Institute in 2021. You see the orange chevrons at the top left of the chart. Those are our utilities and how reliable they were last year. That's an outstanding accomplishment by our entire team, demonstrating the value of our focus on operations excellence and the capital investment programs that we maintain. Speaking of reliability, it's hard not to talk about reliability without mentioning Winter Storm Uri, which hit Midwest and the Deep South in February 2021. That literally impacted every single customer in our service footprint. Our system held up remarkably well with no rolling blackouts, unlike other utilities, and it also allowed for record throughput of natural gas through our system.

I'm really proud of how our team responded remarkably during the event on behalf of our customers. They procured gas, kept the systems operational in some very demanding circumstances, and allowed for record demand from our customers. Slide 11 illustrates our customer service metrics and how they continue to improve. We've added and integrated many self-help options for our customers, making it easier to do business with us. In fact, a group named Escalent recently named Black Hills Energy as a top five utility in the Midwest for ease of doing business with. I mentioned earlier our regulatory progress. Our regulatory team and the teams that support our regulatory team were extremely busy in 2021 and very productive. We completed three constructive rate reviews and rider requests in Colorado, Iowa, and Kansas.

We also filed a request for those extraordinary incremental costs that came from Winter Storm Uri, and we prepared and filed a rate review in Arkansas Gas. Importantly, we also prepared an integrated resource plan for generation, for our future generation assets for South Dakota Electric and Wyoming Electric, focused on adding renewables and new battery storage in the future. We're preparing a clean energy plan for Colorado Electric that we will file later this year. Moving to slide 13. This provides a recap of our 2021 earnings guidance. As I've mentioned several times, last year was a challenging year, primarily due to Winter Storm Uri. We also had an unplanned generation outage during the year. Our team battled really hard and aggressively to control expenses through the year, so we could overcome those two challenges.

However, in the fourth quarter, we experienced record warm weather across our entire service territory that was so late in the year, we couldn't quite respond to that. Despite those challenges, we still had a very successful 2021, and we're hard at work in 2022, so we've set ourselves up very well for that. Moving to slide 14. Last year, we initiated a new company-wide continuous improvement program that we are calling Energy Forward. All right? We have a forward-looking team that has identified a variety of opportunities where we can improve how we do business, how we become more effective through our processes, and how we improve our operations for all of our stakeholders, shareholders included. We have a real strong focus on how we make it easier for our employees to delight our customers. Moving to slide 15.

This lays out our solid financial position as of year-end. We're committed to a strong investment-grade credit rating. We've demonstrated that by maintaining BBB+ at all three of our credit rating agencies. Over the next year and a half or so, we expect to achieve our capital structure of approximately 55% debt to total capitalization. Moving to slide 16. We've not only increased our dividend for 51 consecutive years, we've also increased the dividend by 6.4% on average over the last 5 years. Looking forward, we expect to continue increasing our dividend by at least 5% annually as we execute on our 5-year strategic plan and maintain our 50%-60% payout ratio. Shifting to our strategic overview, starting on slide 18, we have a very robust growth plan, especially through our capital program.

We forecast investing more than $3.2 billion through 2026, and we also believe we have other incremental projects and opportunities for growth, including a focus on what we call less capital-intensive opportunities, such as data centers that we serve, crypto mining, and cost discipline that I mentioned through our Energy Forward program that will help us. Slide 19 illustrates our five-year capital plan, which advances our pure play utility strategy. Our investments are focused in several areas. Safety and reliability and resiliency being at the top of the list, and of course, supporting customer growth. We have seen a significant improvement or increases in customer growth within our service territories over the last couple of years as more folks migrate into our territories.

I note on the far right-hand of the part of the slide that our capital program is expected to generate timely recovery, efficient capital deployment, so that 79% of our capital will provide a minimal lag for recovery. Slide 20 sets forth our greenhouse gas emissions targets for our electric and natural gas utilities. I'm pleased that our electric utilities have already reduced emissions by 30% from a 2005 base level. Our natural gas utilities similarly have already reduced emissions by 33% from a 2005 base level. If we include our energy that we are purchasing under contract, along with the generation that we own, more than 25% of our energy now comes from renewable generation resources. I mentioned the integrated resource plans we have filed in Wyoming and South Dakota.

We anticipate adding another 100 MW of renewable resources and up to 20 MW of battery storage as recommended in those plans. In closing, slide 21 illustrates the results of our continued strategic execution. Bear with me once again as I express great pride and thanks to our team. They accomplished so much during 2021, which has set us up very well for the future. Thank you very much for your attendance. I am prepared to answer questions. If you have any questions, we have a microphone in the middle of the room so that people on the webcast can hear you. Thank you. No questions. I'll turn it back to the chair of the board. Mr. Chairman.

Steve Mills
Chairman, Black Hills Corporation

As there are no further questions from those in attendance, I would now like to adjourn the meeting. Before I do, I'd like to thank all of you who were involved in preparing and getting this meeting set up. Thank you very much. I'm looking at a lot of people in this room. Finally, thanks to everyone for attending the meeting today. Thank you for your continued interest in Black Hills Corporation. Stay safe and keep healthy.

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